Mr. Don Hill reports

SUCRO ANNOUNCES PROPOSED SHARE ISSUANCE TO SENIOR OFFICER

Subject to regulatory approval, Sucro Ltd. is proposing to issue 154,885 subordinate voting shares to a senior officer in consideration for the cancellation of equity appreciation rights (EARs) previously awarded to the officer by subsidiary company, Sucro Holdings LLC, under its equity participation plan (the EAR plan). The compensation shares will be subject to a four-month hold period from the date of issuance as well as additional contractual resale restrictions of between one and two years.

The EARs entitle the holders to a pro rata cash payment on the sale of Sucro as if the holders of EARs held subordinate voting shares of the company. The EAR plan was adopted by Sucro Holdings prior to any decision to go public. To better align Sucro equity compensation with the interests of Sucro shareholders, the EAR plan is being discontinued and Sucro wishes to transition holders of EARs to other equity instruments of Sucro. The number of compensation shares to be issued represents less than 0.7 per cent of the number of outstanding subordinate voting shares of Sucro (on an as-converted basis with proportionate voting shares).

The compensation shares replace the award of 154,885 restricted share units (RSUs) to the senior officer announced by Sucro on Nov. 29, 2023, which were not accepted by the senior officer and have been withdrawn.

In accordance with the policies of the TSX Venture Exchange, disinterested shareholder approval is required for the issuance of the compensation shares, which Sucro intends to satisfy by written consent from its controlling shareholder.

The proposed issuance of the compensation shares is considered to be a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transaction and TSX-V Policy 5.9, requiring the company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval. The proposed transaction is exempt from the valuation and minority approval requirements of MI 61-101 and Policy 5.9 as, at the time the transaction was agreed to by the parties, neither the fair market value of the EARs nor the fair market value of the compensation shares exceeded 25 per cent of Sucro's market capitalization, as calculated under MI 61-101 and Policy 5.9.

About Sucro Ltd.

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 the port of Spain.

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