Sucro Completes Acquisition of Remaining 49% Ownership of Sweet Life Services Subsidiary

Executive Summary

• Sucro Limited completed a share‑swap transaction to acquire the remaining 49 % equity in Sweet Life Services, LLC.
• The deal involved issuing 155,550 subordinate voting shares (C$13.35 per share) and an additional 15,215 shares for cancellation of a US$142,133 promissory note plus accrued interest.
• The transaction is a related‑party acquisition but was exempt from formal valuation and minority‑approval requirements because the fair value involved was under 25 % of Sucro’s market capitalization.

Key Details

• Acquisition Target: Sweet Life Services, LLC – provider of value‑added sugar processing, warehousing, and U.S. distribution for Sucro Group products.
• Consideration Paid by Sucro:
• 155,550 subordinate voting shares issued to MB Companies at a deemed price of C$13.35 per share.
• Additional 15,215 subordinate voting shares issued in exchange for the surrender and cancellation of a US$142,133 promissory note plus US$4,588 accrued interest.
• Counter‑Consideration Received:
• Transfer of a 19 % ownership interest in Amerikoa Ingredients, LLC to the MB Companies (the MB Companies retain the remaining 81 %).
• Share Holding Restrictions: All shares issued are subject to a four‑month holding period in Canada and any additional lock‑up periods required by other jurisdictions’ securities laws.
• Related Party Status: The MB Companies are controlled by Matthew Dyer, Sucro’s Vice President of U.S. Sales; the transaction is classified as a related‑party transaction under MI 61‑101 and TSX Venture Exchange Policy 5.9.
• Exemption Rationale: Fair value of both assets exchanged and consideration received was less than 25 % of Sucro’s market capitalization at the time, allowing exemption from formal valuation and minority‑approval requirements.

Notable Quotes

(No direct quotes were provided in the release.)