Rogers Sugar : Prospectus Supplement to short form base shelf prospectus August 14 2023

THIS DOCUMENT IS A COPY OF THE PROSPECTUS SUPPLEMENT FILED WITH OR DELIVERED TO THE SECURITIES REGULATORY AUTHORITIES IN EACH OF THE PROVINCES OF CANADA ON FEBRUARY 29, 2024 UNDER A TEMPORARY HARDSHIP EXEMPTION UNDER SECTION 6 OF NATIONAL INSTRUMENT 13-103 SYSTEM FOR ELECTRONIC DATA ANALYSIS AND RETRIEVAL + (SEDAR+).

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

This prospectus supplement, together with the short form base shelf prospectus dated August 14, 2023 to which it relates, and each document incorporated or deemed to be incorporated by reference in this prospectus supplement and in the short form base shelf prospectus dated August 14, 2023 to which it relates, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. See "Plan of Distribution" in this prospectus supplement.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") and accordingly will not be offered, sold or delivered, directly or indirectly, within the United States of America, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of, a U.S. person (as defined in Regulation S under the 1933 Act) without the availability of an exemption from registration. See "Plan of Distribution". This prospectus supplement, together with the short form base shelf prospectus dated August 14, 2023 to which it relates, does not constitute an offer to sell or solicitation of an offer to buy any of the securities offered hereby within the United States of America.

Information has been incorporated by reference in this prospectus supplement and in the short form base shelf prospectus dated August 14, 2023 to which it relates, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated by reference herein and therein may be obtained on request without charge from the Corporate Secretary of Lantic Inc., the administrator of Rogers Sugar Inc., at 4026 Notre-DameStreet East, Montréal, Québec H1W 2K3, telephone [phone],and are also available electronically under the Company's profile on SEDAR+ at www.sedarplus.ca.

PROSPECTUS SUPPLEMENT

to the short form base shelf prospectus dated August 14, 2023

New Issue

February 28, 2024

ROGERS SUGAR INC.

$50,038,800.00 (9,660,000 Common Shares)

Price: $5.18 per Common Share

This prospectus supplement (the "Prospectus Supplement"), together with the accompanying short form base shelf prospectus dated August 14, 2023 to which it relates (the "Shelf Prospectus"), qualifies the distribution of 9,660,000 Common Shares (as defined below) (the "Offered Shares") of Rogers Sugar Inc. ("RSI" or the "Company") at a price of $5.18 per Offered Share (the "Offering Price") for aggregate gross proceeds of $50,038,800.00 (the "Offering"). The Offered Shares will be issued and sold in each of the provinces of Canada pursuant to an underwriting agreement dated as of February 28, 2024 (the "Underwriting Agreement") between the Company and a syndicate of underwriters co-led by BMO Nesbitt Burns Inc. and National Bank Financial Inc. (the "Co-LeadUnderwriters"), and including TD Securities Inc., Scotia Capital Inc., CIBC World Markets Inc., Desjardins Securities Inc. and RBC Dominion Securities Inc. (together with the Co-Lead Underwriters, the "Underwriters").

The common shares of the Company (the "Common Shares") are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "RSI". On February 27, 2024, the last trading day prior to the date of this Prospectus Supplement, the closing price of the Common Shares was $5.18 per Common Share. See "Trading Price and Volume". The Company has applied to list the Offered Shares on the TSX. Listing will be subject to the Company fulfilling all of the listing requirements of the TSX.

	Price: $5.18 per Offered Share
		Price to the		Underwriters'		Net Proceeds
		Public		Fee(1)		to RSI(2)(3)(4)
Per Offered Share	$5.18		$0.2072(5)	$4.9728(5)
Total	$50,038,800.00	$2,001,552.00	$48,037,248.00
____________________

Notes

1. The Company has agreed to pay the Underwriters an aggregate cash fee equal to 4% of the gross proceeds raised in connection with the sale of the Offered Shares (the "Underwriters' Fee"), excluding for greater certainty the gross proceeds from the Concurrent Private Placements (as defined below).
2. Exclusive of the expenses of the Offering and the Concurrent Private Placements, which are estimated to be $1,300,000.00, which together with the Underwriters' Fee and the capital commitment fee payable to FSTQ and Belkorp and described in greater detail below under the heading "Concurrent Private Placement" (the "Capital Commitment Fee"), will be paid for by the Company out of, as applicable, the gross proceeds of the Offering and the gross proceeds of the Concurrent Private Placements. See "Use of Proceeds".
3. The Company has granted to the Underwriters an option (the "Over-AllotmentOption") to offer for sale up to 1,449,000 additional Common Shares (the "Over-AllotmentShares") (representing 15% of the Offering) at the Offering Price, on the same terms and conditions as the Offering, exercisable in whole or in part on or after the Closing Date (as defined below) and for a period of 30 days thereafter, to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option and the Additional Subscription Options (as defined below) are exercised in full, the total price to the public, Underwriters' Fee, Capital Commitment Fee and net proceeds to the Company (before deducting the expenses of the Offering and of the Concurrent Private Placements (as defined below), which are estimated to be $1,300,000.00) will be $127,004,623.06, $2,301,784.80, $1,389,200.06 and $123,313,638.20, respectively. This Prospectus Supplement, together with the Shelf Prospectus, also qualifies the grant of the Over-Allotment Option to the Underwriters and the distribution of the Over-Allotment Shares pursuant to the exercise of the Over-Allotment Option. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position acquires those Common Shares under this Prospectus Supplement and the Shelf Prospectus, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See "Plan of Distribution".
4. The total maximum gross proceeds of the Offering and the Concurrent Private Placements and the total maximum net proceeds to the Company of the Offering and the Concurrent Private Placements (before deducting the Underwriters' Fee, Capital Commitment Fee and expenses of the Offering and the Concurrent Private Placements, which are estimated to be $1,300,000.00), will be $50,038,800.00 and $60,400,001.76, respectively. If the Over-Allotment Option and the Additional Subscription Options are exercised in full, the total maximum gross proceeds of the Offering and the Concurrent Private Placements and the total maximum net proceeds to the Company of the Offering and the Concurrent Private Placements (before deducting the Underwriters' Fee, Capital Commitment Fee and expenses of the Offering and the Concurrent Private Placements, which are estimated to be $1,300,000.00), will be $57,544,620.00 and $69,460,003.06, respectively.
5. Based solely on an Underwriters' Fee equal to 4% of the gross proceeds raised in connection with the sale of the Offered Shares.

Underwriters'		Maximum number of		Exercise period		Exercise price
position		securities held
Over-Allotment	1,449,000		Until and including the date that		$5.18 per Over-
Option		Over-Allotment Shares		is 30 days following the Closing		Allotment Share
				Date

Unless the context otherwise requires, references herein to the "Offering" and the "Offered Shares" include the Over-Allotment Shares issuable pursuant to the exercise of the Over-Allotment Option.

The Underwriters, as principals, conditionally offer the Offered Shares for sale and, subject to prior sale, if, as and when issued by the Company and delivered and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to in the "Plan of Distribution" and subject to approval of certain legal matters relating to the Offering on behalf of the Company by Davies Ward Phillips & Vineberg LLP, and on behalf of the Underwriters by Stikeman Elliott LLP. Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After the

Underwriters have made a reasonable effort to sell all of the Offered Shares at such price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price. See "Plan of Distribution".

The Offered Shares will be registered and deposited directly with CDS Clearing and Depository Services Inc. ("CDS") or its nominee pursuant to the book-based system administered by CDS, and will be held by, or on behalf

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of, CDS, as depositary of the Offered Shares for the participants of CDS, on a non-certificated basis. No certificates evidencing Offered Shares will be issued to purchasers thereof, except in limited circumstances. Purchasers of Offered Shares will receive only a customer confirmation or statement from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the Offered Shares is purchased. See "Plan of Distribution".

An investment in the Offered Shares is speculative and involves a degree of risk. Prospective investors should carefully consider the risk factors described in this Prospectus Supplement, the Shelf Prospectus and in the documents incorporated by reference herein and therein in connection with making an investment in the Offered Shares. See "Risk Factors" and "Forward-LookingInformation".

It is important for prospective investors to consider the particular risk factors that may affect sugar, maple syrup and maple products industries, and more particularly for prospective investors of Offered Shares, to consider the stability of the dividends that holders of Common Shares receive.

The Canadian income tax consequences to holders who are resident in Canada for purposes of the Income Tax Act (Canada) and the regulations thereunder, as amended (the "Tax Act"), will depend, in part, on the composition for tax purposes of distributions paid by the Company. Distributions can be made up of both a "return on" and a "return of" capital. The composition for income tax purposes of distributions paid by the Company on the Common Shares may change over time, thus affecting the after-tax return of a holder subject to Canadian income tax. The Company is unable to reasonably estimate the return on capital portion of anticipated distributions; such amount might vary materially from period to period. Prospective investors should read the tax discussion under "Certain Canadian Federal Income Tax Considerations". This Prospectus Supplement may not fully describe these tax consequences, and prospective holders should consult their own tax advisors with respect to the Canadian income tax considerations applicable in their circumstances.

It is expected that closing of the Offering and the Concurrent Private Placements will occur on or about March 4, 2024 or such other date as the Company and the Underwriters may agree upon (the "Closing Date"), but in any event no later than March 18, 2024.

Concurrently with the Offering, (i) Fonds de solidarité des travailleurs du Québec (F.T.Q.), directly or through a direct or indirect wholly-owned subsidiary, ("FSTQ") has agreed to purchase 9,652,510 Common Shares (the "FSTQ Private Placement Shares") for a price of $50,000,001.80 (the "FSTQ Private Placement"), and (ii) Belkorp Industries Inc., directly or through a direct or indirect wholly-owned subsidiary, ("Belkorp") has agreed to purchase 2,007,722 Common Shares (together with the FSTQ Private Placement Shares, the "Private Placement Shares") for a price of $10,399,999.96 (the "Belkorp Private Placement" and, together with the FSTQ Private Placement, the "Concurrent Private Placements"), representing an aggregate price of $60,400,001.76. The Private Placement Shares will be issued at the same price and on the same terms at which the Offered Shares are offered for sale under this Prospectus Supplement.

Pursuant to the terms of the Concurrent Private Placements, the Company has granted to each of FSTQ and Belkorp the option (the "Additional Subscription Options") to purchase from the Company, at the same price and on the same terms at which the Over-Allotment Shares are offered for sale under this Prospectus Supplement, up to an aggregate of 1,749,035 additional Common Shares (the "Additional Private Placement Shares"), subject to the exercise by the Underwriters of the Over-Allotment Option pursuant to the Offering. The number of Additional Private Placement Shares available to be purchased by each of FSTQ and Belkorp pursuant to the Additional Subscription Options will be in the same proportion as the Common Shares that are purchased by the Underwriters pursuant to the Over-Allotment Option, if any. To the extent it is exercised, the closing of the Additional Subscription Options will be conditional upon the closing of the Over-Allotment Option. This Prospectus Supplement does not qualify the distribution of any securities issued under the Concurrent Private Placements. No commission or other fees will be paid to the Underwriters or any other underwriter or agent in connection with the Concurrent Private Placements. Upon closing of the Concurrent Private Placements, FSTQ and Belkorp will each be entitled to the Capital Commitment Fee. The Private Placement Shares issued pursuant to the Concurrent Private Placements, including any Additional Private Placement Shares issued pursuant to the Additional Subscription Options, will be subject to a statutory hold period of four months. The FSTQ Private Placement and the Belkorp Private Placement are cross-conditional with each other. The Concurrent Private Placements and the Offering are cross-conditional and are expected to be completed concurrently. The closing of

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the Concurrent Private Placements is subject to a number of conditions, including the concurrent closing of the Offering and the approval of the TSX. See "Concurrent Private Placements".

Each of BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., Scotia Capital Inc., CIBC World Markets Inc. and Desjardins Securities Inc. is, directly or indirectly, a subsidiary or an affiliate of financial institutions that are members of a syndicate of lenders that have made credit facilities available to the Company. Consequently, within the meaning of National Instrument 33-105 - Underwriting Conflicts, the Company may be considered to be a "connected issuer" to each such Underwriter. See "Relationship between the Company and Certain Underwriters".

The Company is a corporation established under the federal laws of Canada. The principal and head office of the Company is located at 123 Rogers Street, Vancouver, British Columbia V6B 3N2. The administrative office of the Company is located at 4026 Notre-Dame Street East, Montréal, Québec H1W 2K3.

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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
GENERAL MATTERS	S-7
USE OF NON-IFRS MEASURES	S-7
DOCUMENTS INCORPORATED BY REFERENCE	S-8
MARKETING MATERIALS	S-9
FORWARD-LOOKING INFORMATION	S-9
ELIGIBILITY FOR INVESTMENT	S-10
ROGERS SUGAR INC	S-11
CONCURRENT PRIVATE PLACEMENTS	S-11
CHANGE IN COMMON SHARES OUTSTANDING AND LOAN CAPITAL	S-12
PLAN OF DISTRIBUTION	S-12
USE OF PROCEEDS	S-14
DESCRIPTION OF THE COMMON SHARES	S-15
DIVIDEND POLICY	S-15
PRIOR SALES	S-15
TRADING PRICE AND VOLUME	S-16
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	S-16
RISK FACTORS	S-20
RELATIONSHIP BETWEEN THE COMPANY AND CERTAIN UNDERWRITERS	S-22
LEGAL MATTERS	S-22
AUDITORS, TRANSFER AGENT AND REGISTRAR	S-22
STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION	S-23
CERTIFICATE OF ROGERS SUGAR INC	C-1
CERTIFICATE OF THE UNDERWRITERS	C-1

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SHELF PROSPECTUS
ABOUT THIS PROSPECTUS	5
USE OF NON-IFRS MEASURES	5
NOTICE TO UNITED STATES RESIDENTS	6
DOCUMENTS INCORPORATED BY REFERENCE	6
FORWARD-LOOKING INFORMATION	7
ROGERS SUGAR INC	8
LANTIC AND ITS SUBSIDIARIES	9
RECENT DEVELOPMENTS	10
CHANGES IN SHARE AND LOAN CAPITAL	10
USE OF PROCEEDS	11
PLAN OF DISTRIBUTION	11
DESCRIPTION OF CAPITAL STRUCTURE	12
DESCRIPTION OF CONVERTIBLE DEBENTURES	12
EARNINGS COVERAGE RATIOS	13
TRADING PRICE AND VOLUME	13
PRIOR SALES	14
BOOK-BASED SYSTEM	14
CERTAIN CANADIAN INCOME TAX CONSIDERATIONS	14
RISK FACTORS	14
LEGAL MATTERS	21
AUDITORS, TRANSFER AGENT, REGISTRAR AND DEBENTURE TRUSTEE	22
WELL-KNOWN SEASONED ISSUER	22
STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION	22
CERTIFICATE OF ROGERS SUGAR INC	C-1

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GENERAL MATTERS

This document is composed of two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and adds to and supplements information contained in the Shelf Prospectus and the documents incorporated by reference herein and therein. The second part is the Shelf Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference into the Shelf Prospectus solely for the purpose of the Offering.

Neither the Company nor the Underwriters have authorized anyone to provide any information other than that contained or incorporated by reference in this Prospectus Supplement, the Shelf Prospectus, or any amendment or supplement to this Prospectus Supplement. Neither the Company nor the Underwriters take any responsibility for, or provide any assurance as to the reliability of, any other information that others may provide prospective investors. Prospective investors should assume that the information appearing in this Prospectus Supplement is accurate only as of the date on the front cover of this Prospectus Supplement, regardless of the time of delivery of this Prospectus Supplement or any sale of Common Shares, and that information appearing in any document incorporated by reference is accurate only as of the date of such document. The Company's business, financial condition, results of operations or prospects may have changed since those dates. This Prospectus Supplement is not an offer to sell or the solicitation of an offer to buy Common Shares in any circumstances under which such offer or solicitation is unlawful.

The Company further notes that the representations, warranties and covenants made by it in any agreement that is filed as an exhibit to any document that is incorporated by reference into this Prospectus Supplement and the Shelf Prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to prospective investors in the Offering. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of the affairs of the Company.

In this Prospectus Supplement, unless otherwise noted or the context indicates or requires otherwise, the terms "Company" and "RSI" mean "Rogers Sugar Inc.". All references to "management" are to the persons who are executive officers of the Company. All statements made by or on behalf of management are made in such persons' capacities as executive officers of the Company and not in their personal capacities.

Unless otherwise indicated, all information included in this Prospectus Supplement assumes the completion of the Concurrent Private Placements at the same time as the completion of the Offering. Unless otherwise indicated, the disclosure contained herein assumes that the Over-Allotment Option and the Additional Subscription Options have not been exercised.

All references to "$" are to the lawful currency of Canada and all dollar amounts herein are in Canadian dollars, unless otherwise indicated. The financial statements incorporated by reference in this Prospectus Supplement are reported in Canadian dollars and have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

USE OF NON-IFRS MEASURES

This Prospectus Supplement and the documents incorporated by reference herein contain references to certain measures that are not defined under IFRS. These non-IFRS measures do not have a standardized meaning and may not be comparable with similar measures presented by other issuers. The Company has presented such non-IFRS measures, including adjusted gross margin, adjusted results from operating activities, EBITDA, adjusted EBITDA, adjusted net earnings, adjusted gross margin rate per metric tonne, adjusted gross margin percentage, adjusted net earnings per share, and free cash flow (each as defined in the 2023 MD&A and the Q1 2024 MD&A (each as defined below)), as management believes they are relevant measures of the Company's underlying operating performance. The above non-IFRS measures are evaluated on a consolidated basis and at a segmented level, except for the following non-IFRS measures, adjusted gross margin percentage, adjusted gross margin rate, adjusted net earnings per share and trailing 12 months free cash flow, which are only evaluated on a consolidated basis.

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Prospective investors are cautioned that non-IFRS measures should not be considered as alternatives to net income, total comprehensive income, cash flows generated from operating activities or comparable metrics determined in accordance with IFRS as indicators of the Company's performance, liquidity, cash flow and profitability. For a full description of these measures and, where applicable, a reconciliation to the most directly comparable measure calculated in accordance with IFRS, please refer to the "Selected Financial Data and Highlights" and "Non-GAAPMeasures" sections in the 2023 MD&A and the Q1 2024 MD&A, incorporated by reference into this Prospectus Supplement.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the Shelf Prospectus as of the date hereof and only for the purposes of the Offering.

Information has been incorporated by reference in this Prospectus Supplement and the Shelf Prospectus from documents filed with the securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated by reference in this Prospectus Supplement and the Shelf Prospectus may be obtained upon request without charge from the Corporate Secretary of Lantic Inc. ("Lantic"), the administrator of the Company, at 4026 Notre-Dame Street East, Montréal, Québec H1W 2K3, telephone [phone], and are also available electronically under the Company's profile on the System for Electronic Data Analysis and Retrieval+ ("SEDAR+"), which can be accessed at www.sedarplus.ca.

The following documents, filed with the various securities commissions or similar regulatory authorities in each of the provinces of Canada, are specifically incorporated by reference in, and form an integral part of, this Prospectus Supplement and the Shelf Prospectus:

1. the annual information form of the Company dated November 29, 2023 for the fiscal year ended September 30, 2023 (the "2023 AIF");
2. the audited consolidated financial statements of the Company for the fiscal years ended September 30, 2023 and October 1, 2022, together with the notes thereto and the independent auditor's report thereon (the "2023 Financial Statements");
3. the unaudited condensed consolidated interim financial statements of the Company for the three- month period ended December 30, 2023, together with the notes thereto (the "Q1 2024 Financial Statements");
4. the management's discussion and analysis of the Company for the fiscal year ended September 30, 2023 (the "2023 MD&A");
5. the management's discussion and analysis of the Company for the three-month period ended December 30, 2023 (the "Q1 2024 MD&A");
6. the management information circular of the Company dated December 20, 2023 distributed in connection with the Company's annual meeting of shareholders held on February 7, 2024;
7. the template version of the term sheet in respect of the Offering dated February 26, 2024 (the "Term Sheet"); and
8. the material change report of the Company dated February 26, 2024 with respect to the Offering and the Concurrent Private Placements.

Any document of the type referred to in the preceding paragraph or in Section 11.1 of Form 44-101F1 - Short Form Prospectus (other than any confidential material change reports) filed by the Company with a securities commission or similar regulatory authority in any province of Canada, after the date of this Prospectus Supplement and before the termination of the Offering, will be deemed to be incorporated by reference in this Prospectus Supplement.

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Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for the purposes of this Prospectus Supplement, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Prospectus Supplement modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Prospectus Supplement, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

MARKETING MATERIALS

The Term Sheet does not form part of this Prospectus Supplement to the extent that the contents thereof have been modified or superseded by a statement contained in this Prospectus Supplement. Any "template version" of "marketing materials" (as such terms are defined in National Instrument 41-101 - General Prospectus Requirements) filed by the Company with a securities commission or other similar authority in Canada after the date of this Prospectus Supplement and before the termination of the distribution of the Offered Shares (including any amendment to, or any amended version of, the Term Sheet) is deemed to be incorporated by reference into this Prospectus Supplement.

FORWARD-LOOKING INFORMATION

This Prospectus Supplement and the Shelf Prospectus, together with the documents incorporated by reference herein and therein, contain forward-looking information within the meaning of applicable Canadian securities laws. This forward-looking information includes, but is not limited to, statements with respect to the Offering and the Concurrent Private Placements (including in respect of the use proceeds from, and expected closing dates of, the Offering and the Concurrent Private Placements), and management's expectations regarding the future growth, results of operations, performance and business prospects of the Company. This forward- looking information relates to, among other things, the Company's objectives and the strategies to achieve these objectives, as well as information with respect to the Company's beliefs, plans, expectations, anticipations, estimations and intentions, and may also include other statements that are predictive in nature, or that depend upon or refer to future events or conditions. Statements with the words "could", "expect", "may", "will", "anticipate", "assume", "intend", "plan", "believes", "estimates", "guidance", "foresee", "continue" and similar expressions are intended to identify statements containing forward-looking information, although not all forward-looking statements include such words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events.

Although management believes the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are based on the opinions, assumptions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include, but are not limited to the following risk factors described in greater detail in this Prospectus Supplement, in the Shelf Prospectus and under "Risk Factors" in the 2023 AIF: the failure to receive approvals (including stock exchange) or otherwise satisfy the conditions to the completion of the Offering and the Concurrent Private Placements or delay in completing the Offering and the Concurrent Private Placements and the funds thereof not being available to the Company in the time frame anticipated or at all, the occurrence of an event which would allow the Underwriters to terminate their obligations under the Underwriting Agreement or which would allow FSTQ or Belkorp to terminate their respective obligations under the Subscription Agreements, risks relating to the Expansion Project, such as unanticipated construction issues, costs or delays, the demand for refined sugar and maple syrup, future prices of raw sugar, expected inflationary pressures on costs, natural gas costs, beet production forecasts, growth of the refined sugar industry and the maple syrup industry, the status of labour contracts and negotiations, the level of future dividends, the status of government regulations and investigations and the public health risk in relation to COVID-19 and its impact (including the impact of certain

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measures to protect public health) on certain businesses, global economic and political conditions, management of growth, the use of the net proceeds from any offering of Offered Shares, the timing and completion of any offering of Offered Shares, dilution of shareholders, the fluctuation of the prices of the Offered Shares, the expenses that the Company will incur as a result of any offering of Offered Shares and securities or industry analysts' research or reports impacting the price of the Common Shares.

Although the forward-looking information contained or incorporated by reference herein is based upon what the Company believes are reasonable assumptions, prospective investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information. Certain assumptions were made in preparing the forward-looking information, including assumptions concerning the successful completion of the Offering and the Concurrent Private Placements within the anticipated timeframe, including receipt of approvals (including stock exchange approvals), fulfillment by the Underwriters of their obligations pursuant to the Underwriting Agreement and by FSTQ and Belkorp of their respective obligations pursuant to the Subscription Agreements, and that no event will occur which would allow the Underwriters to terminate their obligations under the Underwriting Agreement, or which would allow FSTQ or Belkrop to terminate their respective obligations under the Subscription Agreements, the Company's ability to complete the Expansion Project in the anticipated timeframe, the Company's future growth potential, expected capital expenditures, competitive conditions, results of operations, future prospects and opportunities, industry trends remaining unchanged, future levels of indebtedness, the tax laws as currently in effect remaining unchanged and the current economic conditions remaining unchanged.

All of the forward-looking information in this Prospectus Supplement is qualified by these cautionary statements. Statements containing forward-looking information included in this Prospectus Supplement are made only as of the date hereof and in a document incorporated by reference in this Prospectus Supplement are made only as of the date of such document. The Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

Before making any investment decision in respect of the Offered Shares and for a detailed discussion of the risks and uncertainties associated with the Company's business, its operations and its financial targets, performance and condition and the material factors and assumptions underlying the forward-looking information, fully review the disclosure incorporated by reference in this Prospectus Supplement, in the Shelf Prospectus and the risks referenced under "Risk Factors" in the 2023 AIF.

ELIGIBILITY FOR INVESTMENT

In the opinion of Davies Ward Phillips & Vineberg LLP, counsel to the Company, the Offered Shares, based on the current provisions of the Tax Act, if issued on the date hereof, would be, on such date, qualified investments under the Tax Act for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a registered education savings plan ("RESP"), a deferred profit sharing plan (other than a trust governed by a deferred profit sharing plan for which the employer is the Company or an entity which does not deal at arm's length with the Company), a registered disability savings plan ("RDSP") or a tax-free savings account ("TFSA"), and for a trust governed by a first home savings account ("FHSA").

Notwithstanding that the Offered Shares may be a qualified investment for a trust governed by a RRSP, RRIF, RESP, RDSP, TFSA or FHSA, the annuitant under an RRSP or RRIF, the subscriber of an RESP or the holder of an RDSP, TFSA of FHSA, as the case may be, will be subject to a penalty tax in respect of Offered Shares held in the RRSP, RRIF, RESP, RDSP, TFSA or FHSA, as the case may be, if such Offered Shares are a "prohibited investment" within the meaning of the Tax Act. The Offered Shares will generally not be a "prohibited investment", provided that the annuitant under the RRSP or RRIF, the subscriber of an RESP or the holder of an RDSP, TFSA or FHSA, as the case may be, deals at arm's length with the Company for purposes of the Tax Act, and does not have a "significant interest" in the Company, within the meaning of "prohibited investment" in the Tax Act. In addition, the Offered Shares will generally not be a "prohibited investment" for a trust governed by a RRSP, RRIF, RESP, RDSP, TFSA or FHSA if they are "excluded property" within the meaning of the Tax Act. Holders of a RDSP, TFSA, FHSA, annuitants of an RRSP or RRIF and subscribers of an RESP should consult their own tax advisors as to whether Offered Shares will be prohibited investments in their particular circumstances.

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