BC Sugar Refinery, Limited — M&A Activity 1997

Jun 26, 1997

Form 43

REPORT OF NOTICE OF VARIATION OF TAKEOVER BID

OR ISSUER BID

(Subsection 203.1(3) of the Regulation)

1. Name and address of the offeree issuer:

BC Sugar Refinery, Limited, 123 Rogers Street,

Vancouver, British Columbia V6A 3N2

1. Name and address of the offeror:

Great Pacific Acquisition Inc.,

1055 West Hastings Street, Suite 1600,

Vancouver, British Columbia V6E 2H2

1. What is the designation of the class(es) of securities that are subject to the bid? (Include the CUSIP number.)

Class A common shares (CUSIP 05535 30 4)

and Class B common shares (CUSIP 05535 40 3)

1. What is the date of the bid?

June 4, 1997

1. What is the date of the notice of variation?

June 26, 1997

1. Did the notice of variation increase the maximum number of securities sought by the offeror for any class of securities subject to the bid?

No

1. What is the maximum number of securities sought by the offeror for each class of securities subject to the bid?

All of the Class A common shares and all of the Class B common shares.

1. Did the notice of variation increase the value of the consideration offered per security for any class of securities subject to the bid?

No

1. What is the value, expressed in Canadian dollars, of the consideration offered per security for each class of securities subject to the bid?

$15.00

1. What is the number of securities of each class subject to the bid, excluding the offeror's securities, that are held by security holders whose last address as shown on the books of the offeree issuer is in Ontario?

Class A common shares : 16,860,213

Class B common shares : 59,944

1. What is the fee previously paid under subsection 32(1) of Schedule 1 in respect of the bid?

$50,760.47

1. Have any Form 43 reports previously been filed in respect of the bid? If so, how many?

No

1. Disclose the amount of each fee paid under subsection 32(3) of Schedule 1 in respect of a notice of variation for which a Form 43 has been previously filed.

Not Applicable

1. What is the fee payable in respect of the variation, as calculated under subsection 32(3) of Schedule 1?

$500

1. The information given in this report is true and complete.

Date: June 26, 1997 Signed: GREAT PACIFIC ACQUISITION INC.

(Name of the Offeror)

By: (Signed) Michael J. Korenberg

(Signature)

Michael J. Korenberg

(Name of person signing the form)

Director and Vice-President

(Office or capacity)