Sucro Announces Agreement to Consolidate Ownership of Sweet Life Services Subsidiary

Executive Summary

• Sucro Limited has entered into an agreement to acquire the remaining 49% ownership interest in its subsidiary, Sweet Life Services, LLC, from Amerikoa Holdings, LLC and MB Central-Bond LLC, thereby consolidating 100% ownership of the entity.
• The transaction is classified as a "related party transaction" because the controlling shareholder of the selling entities, Matthew Dyer, is Sucro's Vice President of U.S. Sales.
• The deal is exempt from formal valuation and minority approval requirements under Multilateral Instrument 61-101 and TSX Venture Exchange Policy 5.9, as the fair value of the transaction is less than 25% of Sucro's market capitalization.

Key Details

• Transaction Structure: Sucro Companies will acquire the 49% non-owned interest in Sweet Life Services, LLC.
• Consideration Components:
  • Equity Swap: Transfer of a 19% ownership interest in Amerikoa Ingredients, LLC to the MB Companies (who already hold the remaining 81%).
  • Share Issuance: Issuance of 155,550 subordinate voting shares of Sucro ("Sucro Consideration Shares") to the MB Companies.
  • Deemed Price: The Sucro Consideration Shares are issued at a deemed price of C$13.35 per share, representing the five-day volume-weighted average trading price prior to signing.
  • Debt Cancellation: The MB Companies will surrender a promissory note with a principal amount of US$142,133 plus accrued interest. In exchange, Sucro will issue additional Sucro Consideration Shares at the same deemed price of C$13.35 per share.
• Regulatory Status: The transaction is subject to required regulatory approvals, including approval from the TSX Venture Exchange.
• Share Restrictions: All Sucro Consideration Shares are subject to a 4-month holding period in Canada, plus any longer periods required by other applicable securities laws.
• Business Context: Sweet Life Services provides value-added sugar processing, warehousing, and serves as the distribution agent for Sucro Group's sugar products in the United States. Amerikoa Ingredients is a US-based manufacturer and distributor of sweeteners and starches.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.