Divestiture further focuses SunOpta on value-added plant-based foods and beverages

Lowers commodity trading exposure while enhancing long-term growth rate and margins

SunOpta Inc. (“SunOpta” or the “Company”) (Nasdaq:STKL) (TSX:SOY), a U.S.-based global pioneer fueling the future of sustainable, plant-based and fruit-based foods and beverages, today announced the sale of its sunflower business to Pacific Avenue Capital Partners (“Pacific Avenue”) for $16.0 million, subject to certain post-closing adjustments. The transaction closed on October 11, 2022.

“This divestiture of a non-core business represents further progress against our strategic imperative of portfolio transformation, focusing on high-growth, high-return opportunities that are differentiated and leverage the competitive strengths of our unique model,” said Joe Ennen, Chief Executive Officer of SunOpta.

SunOpta's sunflower and roasted snacks business formed part of its Plant-Based Foods and Beverages segment and includes three facilities located in Crookston, Minn., Breckenridge, Minn. and Grace City, N.D. Under Pacific Avenue’s stewardship, the acquired sunflower business will become Sunrich Products (“Sunrich”). Sunrich will continue to be led by the same general manager and employee team.

Following the divestiture, the Plant-Based Foods and Beverages segment will be fully focused on offering a broad line of plant-based beverages utilizing oat, almond, rice, soy, coconut, hemp and other bases, as well as broths, teas, nutritional beverages and liquid and powder ingredients.

The Company expects to record an estimated after tax loss on sale of the sunflower business of approximately $16 million, which will be included in its results of operations for the third quarter of 2022. Additional details regarding the expected pro forma financial impact from the sale, along with expanded commentary on this development will be provided in SunOpta’s Third Quarter 2022 Financial Results Release.

Advisors

D.A. Davidson & Co. is serving as financial advisor and Faegre Drinker Biddle & Reath is serving as legal advisor to SunOpta.

Honigman LLP is serving as legal advisor to Pacific Avenue.

About SunOpta Inc.

SunOpta (Nasdaq:STKL) (TSX:SOY) is a U.S.-based, global pioneer fueling the future of sustainable, plant-based and fruit-based food and beverages. Founded nearly 50 years ago, SunOpta manufactures natural, organic and specialty products sold through retail and foodservice channels. SunOpta operates as a manufacturer for leading natural and private label brands, and also proudly produces its own brands, including SOWN™, Dream™, WestSoy™ and Sunrise Growers™. For more information, visit www.sunopta.com and LinkedIn or Twitter.

About Pacific Avenue Capital Partners

Pacific Avenue Capital Partners, founded by Chris Sznewajs, is a Los Angeles-based private equity firm focused on corporate divestitures and other complex situations in the lower middle market. Pacific Avenue has extensive M&A and operations experience allowing the firm to navigate complex transactions and unlock value through operational improvement, capital investment, and accelerated growth. The senior members of the Pacific Avenue team have closed more than 50 transactions, including 28 corporate divestitures, across a multitude of industries. Pacific Avenue takes a collaborative approach in partnering with strong management teams to drive strategic change and assist businesses in reaching their full potential. For more information, please visit www.pacificavenuecapital.com.

Forward-Looking Statements

Certain statements included in this press release may be considered "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, which are based on information available to us on the date of this release. These forward-looking statements include, but are not limited to, the estimated tax loss on the sale of the sunflower business, the expected effect of the sale on the Company’s commodity trading exposure, and the expected effect of the sale on the Company’s long-term growth rate and margins. Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as “expect”, “believe”, “anticipate”, “estimates”, “can”, “will”, “target”, "should", "would", "plans", "becoming", "intend", “continue”, "confident", "may", "project", "potential", "intention", "might", "predict", “budget”, “forecast” or other similar terms and phrases intended to identify these forward-looking statements. Forward-looking statements are based on information available to the Company on the date of this release and are based on estimates and assumptions made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments including, but not limited to, final sale price of the sunflower business after post-closing adjustments and assumed liabilities, the Company’s actual financial results and taxable income for the 2022 fiscal year; uninterrupted operations and service levels to our customers; current customer demand for the Company’s products; general economic conditions; continued consumer interest in health and wellness; the Company’s ability to maintain product pricing levels; planned facility and operational expansions, closures and divestitures; cost rationalization and product development initiatives; alternative potential uses for the Company’s capital resources; portfolio optimization and productivity efforts; the sustainability of the Company’s sales pipeline; the Company’s expectations regarding commodity pricing, margins and hedging results; improved availability and field prices for fruit; procurement and logistics savings; freight lane cost reductions; yield and throughput enhancements; and labor cost reductions. Whether actual timing and results will agree with expectations and predictions of the Company is subject to many risks and uncertainties including, but not limited to, potential loss of suppliers and customers as well as supply chain, logistics and other disruptions; unexpected issues or delays with the Company’s structural improvements and automation investments; failure or inability to implement portfolio changes, process improvements, go-to-market improvements and process sustainability strategies in a timely manner; changes in the level of capital investment; local and global political and economic conditions; consumer spending patterns and changes in market trends; decreases in customer demand; delayed or unsuccessful product development efforts; potential product recalls; working capital management; availability and pricing of raw materials and supplies; potential covenant breaches under the Company’s credit facilities; and other risks described from time to time under "Risk Factors" in the Company's Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q (available at www.sec.gov). Consequently, all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized. The Company undertakes no obligation to publicly correct or update the forward-looking statements in this document, in other documents, or on its website to reflect future events or circumstances, except as may be required under applicable securities laws.

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