DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) filed by SunOpta Inc. (the “Registrant”) relate to
the following registration statements on Form S-3 (together, the “Registration Statements”):
1. Registration Statement No. 333-180647, filed with the U.S. Securities and Exchange Commission
(the “Commission”) on April 10, 2012, as amended on June 25, 2012 and July 19, 2012, relating to the resale of up to 850,000 common shares, no par value, of the Registrant (the “Common Shares”) by a selling
security holder;
2. Registration Statement No. 333-109016, filed with the Commission on
September 22, 2003, as amended September 30, 2003, relating to the resale of up to 196,809 Common Shares by selling security holders;
3. Registration Statement No. 333-104423, filed with the Commission on April 10, 2003, as
amended July 14, 2003 and July 25, 2003, relating to the resale of up to 1,863,744 Common Shares by selling security holders;
4.
Registration Statement No. 333-83096, filed with the Commission on February 20, 2002, as amended February 27, 2002, relating to the resale of up to 4,250,000 Common Shares by selling security
holders;
5. Registration Statement No. 333-65656, filed with the Commission on July 23,
2001, as amended July 27, 2001 and August 15, 2001, relating to the resale of up to 5,358,794 Common Shares by selling security holders; and
6. Registration Statement No. 333-62388, filed with the Commission on June 6, 2001, as
amended June 21, 2001, relating to the resale of up to 112,500 Common Shares by a selling security holder.
On May 1, 2026,
pursuant to the Arrangement Agreement, dated February 6, 2026 (the “Arrangement Agreement”) by and among the Registrant, Pegasus BidCo B.V., a private company with limited liability incorporated under the laws of the Netherlands
(“Parent”), and 2786694 Alberta Ltd., a corporation formed under the laws of the Province of Alberta and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser acquired all of the issued and outstanding common shares of
the Company, including the common shares issuable on the exchange of the Company’s issued and outstanding shares of Series B-1 Preferred Stock, by way of a court-approved statutory plan of arrangement
under the Canada Business Corporations Act. As a result of the transactions contemplated by the Arrangement Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statements.
In accordance with the undertakings made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under such Registration
Statement which remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration all of the securities that remain unsold under the Registration
Statements as of the date hereof, if any.
The Registrant is filing these Post-Effective Amendments to withdraw and remove from
registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving
effect to these Post-Effective Amendments, there will be no remaining securities registered by the Registrant pursuant to the Registration Statements.
