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Rogers Sugar Announces Closing of Over-Allotment Option

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/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/

MONTREAL, Feb. 21, 2025 /CNW/ - Rogers Sugar Inc. (the "Company" or "Rogers Sugar") (TSX: RSI) is pleased to announce that it has issued an additional $15,000,000 aggregate principal amount of Eighth Series convertible unsecured subordinated debentures (the "Additional Debentures") at a price of $1,000 per Additional Debenture, pursuant to the exercise in full of the over-allotment option (the "Over-Allotment Option") granted by the Company in connection with its previously-announced bought deal offering (the "Offering").

The Additional Debentures were offered in each of the provinces of Canada pursuant to a prospectus supplement dated February 12, 2025 (the "Prospectus Supplement") to the Company's final short form base shelf prospectus dated August 14, 2023 (the "Shelf Prospectus").

After taking into account the Over-Allotment Option, the Company will have raised aggregate gross proceeds of $115,000,000 under the Offering.

Rogers Sugar intends to use the net proceeds of the Offering to reduce amounts outstanding under the credit facility of Lantic Inc. ("Lantic"), a subsidiary of the Company, and for general corporate purposes.

No securities regulatory authority has either approved or disapproved the contents of this press release. The Additional Debentures and the common shares of the Company issuable upon conversion of the Additional Debentures have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and accordingly will not be offered, sold or delivered, directly or indirectly within the United States of America ("U.S."), its possessions and other areas subject to its jurisdiction or to, or for the account or for the benefit of a U.S. person, except pursuant to applicable exemptions from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the Additional Debentures in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Copies of the documents relating to the Offering, such as the Shelf Prospectus, the Prospectus Supplement and the underwriting agreement dated February 12, 2025 among the Company, Lantic and a syndicate of underwriters co-led by TD Securities Inc. and Scotia Capital Inc. and including BMO Nesbitt Burns Inc., National Bank Financial Inc., CIBC World Markets Inc., Desjardins Securities Inc. and RBC Dominion Securities Inc., are available under the Company's profile on SEDAR+ at www.sedarplus.ca. Copies of the Prospectus Supplement are available on the Company's website at lanticrogers.com.