GOVERNANCE AND NOMINATING COMMITTEE MANDATE
SUPERIOR PLUS Corp.

A. Purpose

The purpose of the Governance and Nominating Committee (the “Committee”) of the Board of Directors (the “Board”) of Superior Plus Corp. (the “Corporation”) is to assist the Board in fulfilling its oversight responsibilities in relation to the corporate governance practices and policies with respect to the Corporation. The Committee shall also be responsible for leading the annual review of the Board’s performance, identifying individuals qualified to become new Board members and recommending to the Board the new director nominees for each annual meeting of shareholders of the Corporation and nominees for election to fill vacancies on the Board and to address related matters.

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B. Mandate

1. Corporate Governance Matters - The Committee has the overall responsibility for reviewing the corporate governance practices of the Corporation and assessing the functioning and effectiveness of the Board, its committees and its individual members.
   
   

   The Committee shall:

   1. consider the corporate governance practices of the Corporation, monitor developments in corporate governance issues and make recommendations to the Board that the Committee considers advisable to satisfy itself that the Corporation follows appropriate and proper corporate governance practices;
   2. assess the functioning and effectiveness of the Board and its individual members on an annual basis and report to the Board its findings;
   3. assess, from time to time, the need for, and the performance and suitability of, the committees of the Board and their individual members, and make recommendations with respect thereto (including matters such as the appointment, removal or replacement of committee members and committee chairs) to the Board;
   4. develop and review on an annual basis the mandates for the Board and the position descriptions for the Chair of the Board, the CEO, the Lead Director, and the chair of each committee and make recommendations to the Board with respect thereto;
   5. review and recommend to the Board the Code of Business Conduct and Ethics for directors, officers and employees of the Corporation (the “Code”) and its procedures;
   6. monitor compliance with the Code and regularly report to the Board, including the status of complaints received from investigations conducted, as well as on employee training and sign-off;
   7. annually review the Code and its procedures, policies on anti-corruption and privacy, disclosure, confidentiality and trading in securities and make recommendations to the Board with respect thereto;
   8. assess the effectiveness of the working relationship and communications between the Board and management of the Corporation and satisfy itself that any issues relating to governance which are identified by the Board are raised with management;
   9. review Board structures and procedures to be satisfied that the Board functions independently of management;
   10. assess the availability, relevance and timeliness of information required by the Board;
   11. review and recommend for approval to the Board, the annual corporate governance disclosure of the Corporation  in its Annual Information Form, Information Circular and/or Annual Report; and
   12. be authorized to approve, in such circumstances as it considers appropriate, the engagement by any one or more directors of outside advisors, such engagement to be at the Corporation’s expense (the Committee may, in its discretion and from time to time, delegate to any one of its members the power to approve such engagements of outside advisors).

2. Board Nomination and Function Issues - The Committee shall:

   1. review, from time to time, the size and composition of the Board with a view to being satisfied that the Board has an appropriate mix of competencies and skills to facilitate effective decision-making, as well as the capacity to effectively discharge its duties and responsibilities;
   2. develop and maintain appropriate criteria, including competencies and skills, for the Board as a whole and for potential candidates for the Board and identify and maintain a list of suitable potential candidates for the Board;
   3. recommend to the Board the addition or replacement of one or more directors as may be considered necessary or appropriate from time to time, taking into account the capacity, competencies and skills of the Board and of each existing director, and to recommend suitable candidates for nomination for election or appointment as directors of the Corporation;
   4. develop and maintain plans for the orderly succession of directors to keep the Board appropriately balanced in terms of skills and experience;
   5. review, from time to time, the retirement age for directors;
   6. be satisfied that each Board member has advised the Committee with respect to any other boards of directors on which the members of the Board may serve from time to time, and consider whether such situations may constitute conflicts of interest or compromise the ability of the director to devote the required time and attention to the affairs of the Corporation;
   7. review, at least annually, whether any two (2) or more Board members serve together on the board of another publicly-traded entity and whether the composition of the Board needs to be changed to eliminate these interlocks;
   8. review and be satisfied that the Corporation has an effective orientation and/or education program for new directors;
   9. be satisfied that all prospective directors fully understand the duties, responsibilities and roles of the Board and its committees, and the contributions that individual directors are expected to make, including, in particular, the commitment of time and energy that the Corporation expects of its directors; and
   10. provide continuous education for Board members so that individuals may maintain and enhance their skills and abilities as directors, and to improve their knowledge of the Corporation and its businesses (with attention given to meeting and maintaining relationships with senior officers).

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C. Committee and Procedures

1. Composition of Committee

   The Committee shall consist of not less than three directors. No Committee member shall be an officer or employee of the Corporation or any of its subsidiaries. Each Committee member shall satisfy the independence requirements of applicable securities laws, rules or guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules. Determinations as to whether a particular director satisfies the requirements for membership on the Committee shall be made by the full Board.
   
   

2. Appointment of Committee Members

   Members of the Committee shall be appointed from time to time by, and shall hold office at the pleasure of, the Board. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board. The Board shall fill any vacancy if the membership of the Committee is less than three directors.
   
   

3. Absence of Committee Chair

   If the Chair of the Committee is not present at any meeting of the Committee, one of the other members of the Committee who is present at the meeting shall be chosen by the Committee to preside at the meeting.
   
   

4. Authority to Engage Experts

   The Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties, such engagement to be at the Corporation’s expense.
   
   

5. Meetings

   The Committee shall meet at least once a year and shall meet at such other times during the year as it deems appropriate. In addition, the Chair of the Committee or the Chair of the Board or any two members of the Committee may call a meeting of the Committee. The Chair of the Committee shall hold in camera meetings of the directors, without management and non-independent directors present, at every Committee meeting.
   
   

6. Quorum

   Two members of the Committee shall constitute a quorum.
   
   

7. Procedure, Records and Reporting

   Subject to any statute or articles and by‑laws of the Corporation, the Committee shall fix its own procedures at meetings, keep records of its proceedings and report to the Board when the Committee may deem appropriate (but not later than the next meeting of the Board).
   
   

8. Review of Terms of Reference

   The Committee shall review and reassess the adequacy of these mandates at least annually, and otherwise as it deems appropriate and recommend changes to the Board. Such review shall include the evaluation of the performance of the Committee against criteria defined in the Committee and Board mandates.

    

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November 1, 2012.