Sucro Limited Announces Pricing of Initial Public Offering

TORONTO, October 23, 2023 – Sucro Limited (“Sucro” or the “Company”), an integrated sugar company focused primarily on serving the North American market, announced today that it has filed, and obtained a receipt for a final long form prospectus with the securities regulatory authorities in each of the provinces of Canada other than Quebec and has entered into an underwriting agreement in respect of a proposed initial public offering of subordinate voting shares (the “Offering”).

The Offering consists of the proposed sale of 1,364,000 subordinate voting shares of the Company from treasury at a price of C$11.00 per share (the “Offering Price”), for gross proceeds of C$15,004,000. The Company has also granted to the underwriters an over-allotment option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time for a period of 30 days following the closing of the Offering, to purchase up to an additional 204,600 subordinate voting shares at the Offering Price. If the Over- Allotment Option is exercised in full, the total gross proceeds of the Offering would be C$17,254,600.

Other than in respect of purchasers of subordinate voting shares on the Company’s President’s List, the underwriters and members of the selling group will be entitled to receive on closing non-transferable broker warrants (the “Broker Warrants”) equal to 3% of the number of subordinate voting shares sold in the Offering (including any subordinate voting shares sold on the exercise of the Over-Allotment Option). Each Broker Warrant will entitle the holder thereof to acquire, upon exercise, one Subordinate Voting Share at the Offering Price for a period of 24 months from the closing of the Offering.

The Offering is being underwritten by Eight Capital, Cormark Securities Ltd. and Raymond James Ltd. as co-lead underwriters (collectively, the “Underwriters”).

The closing of the Offering is expected to occur on or about October 30, 2023 and is subject to customary closing conditions, including receipt of all necessary regulatory approvals. The TSX Venture Exchange (the “TSXV”) has conditionally approved the listing of the subordinate voting shares, subject to the Company fulfilling customary TSXV listing requirements, including distribution of the subordinate voting shares to a minimum number of public holders. The subordinate voting shares are expected to begin trading on the TSXV on October 30, 2023 under the symbol “SUG”.

This Offering is only made by prospectus. A copy of the Company’s final prospectus has been filed and is available for viewing and download on the Company profile on SEDAR+ at The prospectus contains important information about the securities being offered. Investors should read the prospectus before making an investment decision.

No securities regulatory authority has either approved or disapproved the contents of this news release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Sucro in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities law and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

About Sucro

Sucro is a growth-oriented sugar company that operates throughout the Americas, with a primary focus on serving the North American sugar market. The Company operates a highly integrated and interconnected sugar supply business, utilizing the entire sugar supply chain to service its customers. Sucro’s integrated supply chain includes sourcing raw and refined sugar from countries throughout Latin America, and refined sugar from its own refineries, and delivering to customers in North America and the Caribbean. Since its inception in 2014, Sucro has achieved significant growth by creating value for customers through continuous process innovation and supply chain re-engineering. Sucro has established a broad production, sales and sourcing network throughout North America with two cane sugar refineries and an additional value-added processing facility. The Company has offices in Miami, Mexico City, Sao Paulo, Guayaquil and Port of Spain. To learn more, visit:

Forward-Looking Statements

This news release may contain forward-looking information within the meaning of applicable securities laws, which reflect the Company’s current expectations regarding future events. Such information includes, but is not limited to statements related to the expected closing date of the Offering, the exercise of the Over-Allotment Option, and the date that trading of the Company’s subordinate voting shares is expected to commence on the TSXV. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and the factors discussed under “Risk Factors” in the Company’s final long form prospectus. Actual results could differ materially from those projected herein. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.

For further information:

Don Hill, Chairman
Tel.: 305-901-5222

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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