Sucro Announces Agreement to Consolidate Ownership of Sweet Life Services Subsidiary

CORAL GABLES, Fla., Aug. 5, 2025 /CNW/ - Sucro Limited (TSXV: SUGR) (OTCQB: SUGRF) ("Sucro" or the "Company"), an integrated sugar refiner focused primarily on serving North American sugar markets, announced today that it and certain subsidiary companies (the "Sucro Companies") have entered into an agreement (the "Agreement") with Amerikoa Holdings, LLC and MB Central-Bond LLC (the "MB Companies") under which the Sucro Companies will acquire the 49% ownership interest in Sweet Life Services, LLC ("Sweet Life") not already owned, consolidating ownership to 100%. The consideration payable for the acquisition of the Sweet Life interest consists of (i) the transfer to the MB Companies of a 19% ownership interest in Amerikoa Ingredients, LLC ("Amerikoa Ingredients") (the MB Companies own the other 81% interest), and (ii) the issuance of 155,550 subordinate voting shares of Sucro (the "Sucro Consideration Shares") at a deemed price of C$13.35 per share, being the five day volume weighted average trading price prior to the signing of the Agreement. The proposed transaction also provides for the surrender by the MB Companies of a promissory note for cancellation in the principal amount of US$142,133 and accrued interest thereon in consideration for the issuance by Sucro of additional Sucro Consideration Shares at the same deemed price of C$13.35 per share. The proposed transaction is subject to all required regulatory approvals, including the approval of the TSX Venture Exchange, and all Sucro Consideration Shares will be subject to a 4-month holding period in Canada and such longer holder periods as may be required under securities laws of other applicable jurisdictions.

Sweet Life provides value-added sugar processing and warehousing services and serves as the distribution agent for the Sucro Group's sugar products in the United States.  Amerikoa Ingredients is a US-based manufacturer and distributor of sweeteners, starches and other ingredient products for the US food and beverage industry.

Matthew Dyer, Sucro's Vice President of U.S. Sales, is the controlling shareholder of the MB Companies and therefore the proposed transaction is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (the "Rule") and TSX Venture Exchange Policy 5.9 (the "Policy"). The proposed transaction is however, exempt from the formal valuation and minority approval requirements of the Rule and Policy as the fair value of both the subject matter of the transaction to be exchanged and the consideration therefor were less than 25% of the Company's market capitalization at the relevant time.

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 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, and two cane sugar refineries under development in Hamilton, Ontario and University Park, Illinois (a suburb of Chicago). The Company has offices in Miami, Mexico City, Cali, Sao Paulo, and Port of Spain. For more information, visit sucro.us and follow us on LinkedIn.

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.

SOURCE Sucro Limited

Contacts: Don Hill, Chairman, Sucro Limited, T: [phone], E: [email protected]