BC Sugar Refinery, Limited — M&A Activity 1997

Jun 13, 1997

This is the form of a material change report required under Section 67(1) of the Securities Act.

FORM 27

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER SECTION 67(1) OF THE ACT

NOTE: This form is intended as a guideline. A letter or other document may be used if the substantive requirements of this form are complied with.

NOTE: Every report required to be filed under section 67(1) of the Act shall be sent to the Commission in an envelope addressed to the Commission and marked "Continuous Disclosure."

NOTE: WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE BEGINNING OF THE REPORT IN BLOCK CAPITALS "CONFIDENTIAL - SECTION 67", AND EVERYTHING THAT IS REQUIRED TO BE FILED SHALL BE PLACED IN AN ENVELOPE ADDRESSED TO THE SECRETARY OF THE COMMISSION MARKED "CONFIDENTIAL."

Item 1. Name and Address of Reporting Issuer

BC Sugar Refinery Limited

P.O. Box 2150

Vancouver, B.C.

V6B 3V2

(the “Issuer”)

Item 2. Date of Material Change

June 4, 1997

Item 3. Date and Place of Issuance of Press Release

June 5, 1997 Vancouver, B.C.

Item 4. Summary of Material Change

On June 4, 1997, the Issuer received notification of an issuer bid.

Item 5. Full Description of Material Change

On June 4, ,1997, Great Pacific Acquisition Inc. (the “Offeror”) announced that it had mailed to shareholders of the Issuer an offer (the “Offer”) to purchase all of the outstanding Class A Common Shares and Class B Common Shares (the “BC Sugar Shares”) of the Issuer. Under the Offer, holders of BC Sugar Shares have the option of receiving either:

(i) $15 cash per BC Sugar Share (the “Cash Option”), or

(ii) One Class A non-voting exchangeable redeemable share of the Offeror for each BC Sugar Share, provided that this option will only be available if the aggregate amount of cash payable under the Cash Option is not less than $83,018,370.

The Offer will expire at 11:59 p.m. (Vancouver time) on June 26, 1997, unless extended or withdrawn.

The Offer is conditional upon sufficient BC Sugar Shares being tendered to the Offer such that the Offeror and its affiliates will own more than 50% of the outstanding BC Sugar Shares on a fully diluted basis, following completion of the Offer. The Offer is also subject to other customary conditions, including receipt of necessary regulatory approvals.

Under the terms of a Support Agreement entered into on May 19, 1997 between the Issuer and the Offeror, the board of directors of the Issuer agreed to recommend the Offer in a directors’ circular. On June 5, 1997 the Issuer announced that it was mailing a directors’ circular to shareholders which recommended that shareholders accept the Offer and tender their BC Sugar Shares.

Item 6. Reliance on Section 67(2) of the Act

Not applicable

Item 7. Omitted Information

Not applicable

Item 8. Name & Business Telephone Number of Senior Officer to contact

William C. Brown, President and Chief Executive Officer

or

James W. Hudson, Vice-President and Chief Financial Officer

Tel: (604) 253-1131

Item 9. Statement of Senior Officer

The Undersigned, being a senior officer of the reporting issuer, hereby attests that the foregoing accurately discloses the material change referred to herein.

DATED at Vancouver, B.C., the 12th day of June, 1997.

“James W. Hudson”

___

(signature)

James W. Hudson____________

(name of senior officer ‑ please print)

INSTRUCTIONS:

Item 1 ‑ State the full name and address of the principal office in Canada of the reporting issuer.

Item 3 ‑ State the date and place(s) of issuance of the press release issued pursuant to Section 67(1) of the Act.

Item 4 ‑ Provide a brief but accurate summary of the nature and substance of the material change.

Item 5 ‑ Supplement the summary required under Item 4 with the disclosure which should be sufficiently complete to enable a reader to appreciate the significance of the material change without reference to other material. Management is in the best position to determine what facts are significant and must disclose those facts in a meaningful manner. See also Item 7.

This description of the significant facts relating to the material change will therefore include some or all of the following: dates, parties, terms and conditions, description of any assets, liabilities or capital affected, purpose, financial or dollar values, reasons for the change, and a general comment on the probable impact on the reporting issuer or its subsidiaries. Specific financial forecasts would not normally be required to comply with this form.

The above list merely describes examples of some of the facts which may be significant. The list is not intended to be inclusive or exhaustive of the information required in any particular situation.

Item 6 ‑ If the report is being filed on a confidential basis in reliance on Section 67(2) of the Act, state the reasons for such reliance.

Refer to Section 67(3) of the Act concerning continuing obligations in respect of reports filed pursuant to this subsection.

Item 7 ‑ In certain circumstances where a material change has occurred and a material change report has been or is about to be filed but Section 67(3) of the Act will no longer or will not be relied upon, a reporting issuer may nevertheless believe one or more significant facts otherwise required to be disclosed in the material change report should remain confidential and not be disclosed or not be disclosed in full detail in the material change report.

State whether any information has been omitted on this basis and provide the reasons for any such omission in sufficient detail to permit the Commission to exercise its discretion pursuant to Section 151(3) of the Act.

The reasons for the omission may be contained in a separate letter filed as provided in Section 153 of the Securities Rules.

Item 8 ‑ To facilitate any necessary follow-up by the Commission, give the name and business telephone number of a senior officer of the reporting issuer who is knowledgeable about the material change and the report or an officer through whom such senior officer may be contacted by the Commission.