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					                                                   Rogers Sugar Inc.
                                   INTERIM REPORT FOR THE 3rd QUARTER 2011 RESULTS


                                  EXPORT SALES SECURED TO MEXICO FOR FISCAL 2012
                         YEAR TO DATE SURPLUS OF $5.6 MILLION IN FREE CASH FLOW


Message to Shareholders: On behalf of the Board of Directors, I am pleased to present the unaudited consolidated financial results of
                     Rogers Sugar Inc. (the “Company”) for the three and nine months ended July 2, 2011.
       Volume for the third quarter was 163,001 metric tonnes, as opposed to 180,462 metric tonnes in the comparable quarter of last
year, a decrease of approximately 17,500 metric tonnes. Year-to-date volume of 478,198 metric tonnes is approximately 11,800
metric tonnes lower than last year. Industrial volume was lower by approximately 1,400 metric tonnes during the quarter but higher by
approximately 6,900 metric tonnes year-to-date due in large part to increases from existing customers in their overall business and
timing in deliveries. Consumer volume was lower by approximately 4,200 metric tonnes for the quarter but higher by approximately
2,600 metric tonnes year-to-date to the comparable periods of fiscal 2010. The decrease for the quarter was due mainly to aggressive
promotions run by certain of our customers during the second quarter. Liquid volume decreased by approximately 2,400 metric
tonnes for the quarter and 17,400 metric tonnes year-to-date, as the decline in this segment continued as a result of higher values of
raw sugar versus lower priced high fructose corn syrup. Export volume was lower by approximately 9,500 metric tonnes for the
quarter as approximately 15,000 metric tonnes were exceptionally shipped in the comparable quarter of fiscal 2010 under the U.S. Tier
II duty provisions. The lower sales to the U.S. were somewhat offset with higher export sales to Mexico during the quarter. Year-to-
date export sales are lower by approximately 3,900 metric tonnes due again to the lower shipments to the U.S. The export sales last
year to the U.S. were as a result of high refined sugar prices in the U.S. combined with lower world raw sugar values, which allowed
the Company to absorb the U.S. Tier II duty. These market conditions are thus far not present in fiscal 2011.

      Since the adoption of the accounting policies for derivative financial instruments the Company’s operating results are now
subject to significant fluctuations. These fluctuations are due to the mark-to-market of all derivative financial instruments and
embedded derivatives in non-financial instruments at the end of the reporting period. This accounting income does not represent a
complete understanding of factors and trends affecting the business. We therefore prepared adjusted gross margin and adjusted
earnings results to reflect the performance of the Company during the reporting period comparable to the earnings reported in
previous periods. All these non-GAAP adjustments are explained in detail in the Management’s Discussion and Analysis prepared for
the quarter ended July 2, 2011. At the end of the third quarter, a net loss adjustment of $6.2 million before income taxes was recorded
due to mark-to-market evaluation, thus reducing earnings before income taxes by that amount. Year-to-date, a mark-to-market net
gain adjustment of $6.5 million before income taxes was recorded. Most of this year-to-date gain is due to the increase in the prices of
raw sugar and natural gas since September 30, 2010. These mark-to-market charges are also adjusted in the free cash flow
calculation.

      For the quarter, adjusted gross margin decreased by approximately $3.7 million, when compared to the same quarter of last
year. On a per metric tonne basis, adjusted gross margin was $107.42 as compared to $117.56 for the comparable quarter of last
year. The reduction in adjusted gross margin per tonne is due mainly to raw sugar premiums incurred on the purchase of raw cane
sugar on a spot basis slightly offset by higher margins earned from a better sales mix, and from Taber’s domestic beet sugar sales.
For the year-to-date adjusted gross margin was $5.5 million lower than last year’s comparable period while the adjusted gross margin
rate was $120.89 as compared to $129.11 in fiscal 2010. Again the decrease in the year-to-date adjusted gross margin rate is due
mainly to raw sugar premiums incurred on approximately 75,000 metric tonnes of raw cane sugar purchased since the start of the
year, partially offset by higher margins earned from a better sales mix and from Taber’s domestic beet sugar sales.

       For the quarter adjusted EBIT of $10.7 million was $3.5 million lower than last year’s comparable quarter due mainly to the
lower adjusted gross margin of $3.7 million, slightly offset by lower administrative costs. For the year-to-date adjusted EBIT of $37.0
million was $6.3 million lower than last year due again to lower adjusted gross margins of $5.5 million and higher administrative costs
of $0.8 million due to reorganization costs of $0.3 million, costs incurred in converting from an income trust of $0.3 million and timing of
expenses.

       For the quarter, free cash flow was $8.9 million as compared to $12.2 million in fiscal 2010. Year-to-date free cash flow was
$30.8 million, a decrease of $7.3 million from last year’s comparable period. The decrease in the third quarter and year-to-date free
cash flow was due in large part to the new corporate structure where income taxes are paid by the Company on its net income. The
income tax expense, for the third quarter and year-to-date was $2.5 and $4.9 million respectively at the parent company level and
accounts for a large part of the shortfall in free cash flow from the previous comparable period. The remaining shortfall of $0.8 million
for the quarter and of $2.4 million year-to-date was due mainly to lower operating profits. The Company, under the new corporate
structure, declared a quarterly dividend of 8.5 cents per share for a total payout of $7.6 million. Year-to date total free cash flow
exceeds the payout to shareholders by $5.6 million.

         As we stated in our last quarterly releases, raw sugar supply was very tight earlier in the year and still remains tight for prompt
shipments. Significant premiums to the #11 raw sugar values were being charged for nearby raw sugar deliveries. In December
2010, the Company completed the purchase of the remaining 25% of its raw sugar needs for fiscal 2011 as the majority had been
contracted well in advance under long term agreements. These new contracts were at significant premiums to the market which had a
negative impact on our adjusted gross margin rate to date and will continue to negatively impact our gross margin rate, as deliveries
occur, for the balance of the fiscal year.

        In December 2010 we also negotiated new long-term contracts with raw sugar suppliers for approximately 75% of our
estimated raw sugar requirements through June 2014. These contracts will protect the Company from large premiums should the raw
sugar market maintain its current supply environment.

         Sales volume for fiscal 2011 will be lower than fiscal 2010 as we do not anticipate any special access to the U.S. market in
fiscal 2011. The spread between the world raw sugar and the U.S. refined sugar market is not wide enough to allow the Company to
pay the Tier II duty of approximately $360 per metric tonne and generate a profit on such a sale. Last fiscal year approximately 41,000
metric tonnes were shipped to the U.S. under Tier II duty provisions. On the other hand we were able to secure some additional
volume to Mexico for this fiscal year and have also extended the current contract through fiscal 2012 for approximately 15,000 metric
tonnes.

          On December 1, 2010, the Canadian Sugar Institute (“CSI”) filed an application with the Federal Court of Appeal for judicial
review of the decision by the Canadian International Trade Tribunal (“CITT”) to rescind its order against dumped and subsidized
refined sugar from the European Union (“EU”). The application requested that the matter be referred back to the CITT to reconsider
the evidence taking into account any instructions of the Court. The CSI also asked the Federal Court to issue a direction to the CITT
that, if the EU order is restored, antidumping and countervailing duties shall be payable on all EU sugar imported into Canada on or
after November 1, 2010, as if the EU order had not been rescinded. On January 12, 2011, the CITT sent a letter to the Court
indicating that it will not be intervening in the proceeding. On March 11, 2011, the Court granted the Attorney General of Canada
leave to withdraw from the proceeding. The CSI’s application is continuing unopposed by the CITT and the Government of Canada. A
decision is expected later this year.

                                                                        FOR THE BOARD OF DIRECTORS,



                                                                            Stuart Belkin, Chairman
                                                                            Vancouver, British Columbia – August 3, 2011
For further information:
Mr. Dan Lafrance, SVP Finance, CFO and Secretary
Tel: (514) 940-4350 Fax: (514) 527-1610 - Visit our Website at www.rogerssugar.com
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 1



 MANAGEMENTS’ DISCUSSION AND ANALYSIS

           On January 1, 2011 Rogers Sugar Inc. (“Rogers”), completed the conversion from an income trust to a corporation pursuant to
 a plan of arrangement under section 192 of the Canada Business Corporation Act. Pursuant to the plan of arrangement, unitholders
 exchanged each trust unit of Rogers Sugar Income Fund (the “Fund”) on a one-for-one basis for shares of Rogers. Rogers is
 considered a continuation of the Fund and as such the year-to-date results and comparable financial results include the financial
 results of the Fund to December 31, 2010. All references to shares, dividends and shareholders in this Management’s Discussion and
 Analysis (“MD&A”) pertain to common shares and common shareholders subsequent to the conversion and units, distributions and
 unitholders prior to the conversion.

           This MD&A should be read in conjunction with the unaudited financial statements and notes thereto in this quarterly report.
 The quarterly consolidated financial statements and any amounts shown in this MD&A were not reviewed or audited by our external
 auditors.

          In analyzing our results, we supplement our use of financial measures that are calculated and presented in accordance with
 generally accepted accounting principles (GAAP), with a number of non-GAAP financial measures. A non-GAAP financial measure is
 a numerical measure of a company’s historical performance, financial position or cash flow that excludes (includes) amounts, or is
 subject to adjustments that have the effect of excluding (including) amounts, that are included (excluded) in most directly comparable
 measures calculated and presented in accordance with GAAP. Non-GAAP financial measures are not standardized; therefore, it may
 not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar
 businesses. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety
 and not to rely on any single financial measure.

         We use these non-GAAP financial measures in addition to, and in conjunction with, results presented in accordance with
 GAAP. These non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with our
 GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, may provide a more complete
 understanding of factors and trends affecting our business.

          In the MD&A, we discuss the non-GAAP financial measures, including the reasons that we believe that these measures
 provide useful information regarding our financial condition, results of operations, cash flows and financial position, as applicable and,
 to the extent material, the additional purposes, if any, for which these measures are used. Reconciliations of non-GAAP financial
 measures to the most directly comparable GAAP financial measures are contained in the MD&A.

           This report contains certain forward-looking statements which reflect the current expectations of Rogers and Lantic Inc.,
 (collectively the “Company”) with respect to future events and performance. Wherever used, the words “may,” “will,” “anticipate,”
 “intend,” “expect,” “plan,” “believe,” and similar expressions identify forward-looking statements. These financial statements involve
 known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those
 anticipated in such forward-looking statements. Although this is not an exhaustive list, the Company cautions investors that statements
 concerning the following subjects are, or are likely to be, forward-looking statements: future prices of raw sugar, natural gas costs, the
 opening of special refined sugar quotas in the United States, beet production forecasts, the status of labour contracts and negotiations,
 the level of future dividends and the status of government regulations and investigations. Forward-looking statements are based on
 estimates and assumptions made by the Company in light of their experience and perception of historical trends, current conditions and
 expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the
 circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. This could cause actual
 performance or results to differ materially from those reflected in the forward-looking statements, historical results or current
 expectations.

         Additional information relating to Rogers and Lantic Inc., including the Annual Information Form, Quarterly and Annual reports
 and supplementary information is available on SEDAR at www.sedar.com.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 2


          This Management’s Discussion and Analysis is dated August 3, 2011.

 Internal controls disclosure

          In accordance with Regulation 52-109 respecting certification of disclosure in issuers’ interim filings, the Chief Executive
 Officer and Chief Financial Officer have designed or caused to be designed under their supervision, disclosure controls and
 procedures.

          In addition, the Chief Executive Officer and the Chief Financial Officer have designed or caused to be designed under their
 supervision internal controls over financial reporting (“ICFR”) to provide reasonable assurance regarding the reliability of financial
 reporting and the preparation of financial statements for external purposes.

         The Chief Executive Officer and the Chief Financial Officer have evaluated whether or not there were any changes to its ICFR
 during the three month period ended July 2, 2011 that have materially affected, or are reasonably likely to materially affect, the
 Company’s ICFR. Except for the following event, no such changes were identified through their evaluation.

         The Company is in the process of transitioning its financial systems to an ERP system. On April 3, 2011 the Company
 implemented the second phase of the transition, which included the hedging of raw sugar and foreign exchange system, the sales and
 invoicing system and the finished goods inventory system. The implementation included both new controls over ICFR and replaced
 controls in the previous information technology system. The third and last phase of the transition is planned for implementation late in
 fiscal 2012.

 Results of operations

 Consolidated Results                                           For the three months ended              For the nine months ended
 (In thousands of dollars, except for volume                  July 2, 2011       June 30, 2010         July 2, 2011     June 30, 2010
 and per share information)                                   (Unaudited)         (Unaudited)          (Unaudited)       (Unaudited)

 Volume (metric tonnes)                                        163,001              180,462              478,198            489,978
 Revenues                                                $     150,892         $    156,302        $     451,748        $   443,609
 Gross margin                                                   11,509               17,335               62,960             34,402
 Administration and selling                                      4,463                4,794               14,721             13,968
 Distribution                                                    2,150                2,054                5,528              5,593
 Depreciation and amortization                                     188                  125                  563                410
 Earnings before interest and provision for
    income taxes (EBIT)                                  $        4,708        $     10,362        $      42,148        $    14,431
 Interest, net of interest income and other charges               3,495               4,654                8,193             10,856
 Provision for (recovery of) income taxes                           307              (1,380)               6,213             (7,929)
 Net earnings                                            $          906        $      7,088        $      27,742        $    11,504
 Net earnings per share – basic                          $          0.01       $        0.08       $        0.31        $       0.13

          In the normal course of business, the Company uses derivative financial instruments consisting of sugar futures, foreign
 exchange forward contracts, natural gas futures and interest rate swaps. The Company’s operating company sells refined sugar to
 some clients in US dollars. These sales contracts are viewed as having an embedded derivative if the functional currency of the
 customer is not US dollars, the embedded derivative being the source currency of the transaction, U.S. dollars. Derivative financial
 instruments and embedded derivatives are marked-to-market at each reporting date, with the unrealized gain/loss charged to the
 consolidated statement of operations with a corresponding offsetting amount charged to the balance sheet.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 3


          Management believes that the Company’s financial results are more meaningful to management, investors, analysts and any
 other interested parties when financial results are adjusted by the gains/losses from financial derivative instruments and from
 embedded derivatives for which adjusted financial results provide a more complete understanding of factors and trends affecting our
 business. This measurement is a non-GAAP measurement.

          Management uses the non-GAAP adjusted results of the operating company to measure and evaluate the performance of the
 business through its adjusted gross margin, adjusted EBIT, adjusted net earnings and adjusted net earnings per share. In addition,
 management believes that these measures are important to our investors and parties evaluating our performance and comparing such
 performances to our past results. Management also uses adjusted gross margin, adjusted EBIT, adjusted net earnings and adjusted
 net earnings per share when discussing results with the Board of Directors, analysts, investors, banks and other interested parties.

 The results of operations would therefore need to be adjusted by the following:

 Income (loss)                                               For the three months ended                 For the nine months ended
                                                            July 2, 2011      June 30, 2010           July 2, 2011    June 30, 2010
 (In thousands)                                             (Unaudited)        (Unaudited)            (Unaudited)        (Unaudited)
 Mark-to-market adjustment (excluding interest swap)      $    (11,884)     $     10,754            $    (4,591)      $ (15,322)
 Cumulative timing differences                                   5,884           (14,634)                 9,744            (13,538)
 Total adjustment to cost of sales                        $     (6,000)     $     (3,880)           $     5,153       $ (28,860)

            A significant part of the above mark-to-market adjustment relates to the movement of raw sugar prices during the quarter and
 year-to-date. There was an increase in world raw sugar values during the quarter and as a consequence, a mark-to-market loss of
 $12.6 million was recorded on raw sugar futures contracts for the quarter, while a loss of $7.7 million was recorded year-to-date. In the
 comparable periods of fiscal 2010 a gain of $4.8 million was recorded for the quarter and a loss of $15.3 million year-to-date. Since the
 start of the fiscal year natural gas costs increased slightly and as a result, a mark-to-market gain of $4.6 million was recorded year-to-
 date but a loss of $0.2 million was recorded in the quarter as compared to a loss of $0.3 million for the comparable quarter and a year-
 to-date loss of $3.9 million in fiscal 2010. Foreign exchange contracts and embedded derivatives on which foreign exchange
 movements have an impact, had a combined mark-to-market gain of $0.9 million for the quarter and a loss of $1.5 million year-to-date.
 For the comparable period the combined mark-to-market adjustment for foreign exchange contracts and embedded derivatives was a
 gain of $6.3 million for the quarter and of $3.9 million for year-to-date. The total net adjustment to cost of sales was a loss of $11.9
 million for the quarter and of $4.6 million year-to-date, as opposed to a gain of $10.8 million for the comparable quarter and a loss of
 $15.3 million year-to-date.

           In addition, the Company recorded a mark-to-market loss of $0.2 million for the quarter and a gain of $1.3 million year-to-date,
 on the mark-to-market of an interest swap under short-term interest expense as opposed to a loss of $0.7 million and a gain of $0.2
 million for year-to-date for the comparable periods in fiscal 2010.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 4


          The following table shows the adjusted consolidated results (non-GAAP) without the above mark-to-market adjustment:

 Consolidated Results                                      For the three months ended                   For the nine months ended
                                                         July 2, 2011       June 30, 2010             July 2, 2011      June 30, 2010
 (In thousands except per share information)             (Unaudited)         (Unaudited)              (Unaudited)        (Unaudited)
 Gross margin as per financial statements              $     11,509       $     17,335              $     62,960      $     34,402
 Adjustment as per above                                      6,000              3,880                    (5,153)           28,860
 Adjusted gross margin                                       17,509             21,215                    57,807            63,262
 EBIT as per financial statements                             4,708             10,362                    42,148            14,431
 Adjustment as per above                                      6,000              3,880                    (5,153)           28,860
 Adjusted EBIT                                               10,708             14,242                    36,995            43,291
 Net earnings as per financial statements                       906              7,088                    27,742            11,504
 Adjustment as per above                                      6,000              3,880                    (5,153)           28,860
 Adjustment for mark-to-market of interest swap                 196                739                    (1,322)              (176)
 Future taxes (recovery) provision on above                  (1,598)              (556)                    1,653             (7,613)
 Adjusted net earnings                                 $      5,504       $     11,151              $     22,920      $     32,575
 Net earnings per share basic,
    as per financial statements                        $         0.01        $          0.08        $         0.31        $        0.13
 Adjustment for the above                                        0.05                   0.05                 (0.05)                0.24
 Adjusted net earnings per share basic                 $         0.06        $          0.13        $         0.26        $        0.37

           The third quarter volume decreased by approximately 17,500 metric tonnes, as compared to the comparable quarter of fiscal
 2010. All sales segments were lower than the comparable quarter of fiscal 2010. Export volume was lower by 9,500 metric tonnes as
 approximately 15,000 metric tonnes were shipped in the U.S. against the Tier II duty provisions in fiscal 2010. This was somewhat
 offset with higher export sales to Mexico in fiscal 2011. The export sales last year were as a result of high refined sugar prices in the
 U.S. combined with lower world raw sugar values, which allowed the Company to absorb the U.S. high Tier II duty of approximately
 $360.00 per metric tonne. These market conditions are not present in fiscal 2011. Consumer volume decreased by approximately
 4,200 metric tonnes during the quarter due in large part to aggressive promotions run by certain retailers in the second quarter of the
 fiscal year which had a negative impact on the results of the current quarter. Liquid volume decreased by approximately 2,400 metric
 tonnes due to the loss of some HFCS substitutable business as a result of high raw sugar values versus lower priced HFCS. Industrial
 volume was lower by approximately 1,400 metric tonnes due in large part to timing in deliveries.

          Year-to-date volume decreased by approximately 11,800 metric tonnes due mainly to lower liquid volume of approximately
 17,400 metric tonnes and lower export volume of approximately 3,900 metric tonnes slightly offset by higher consumer volume of
 approximately 2,600 metric tonnes and of higher industrial volume of 6,900 metric tonnes. The year-to-date increase in industrial and
 consumer volumes and decrease in the liquid volume are for the reasons mentioned above. The year-to-date decrease in the export
 volume is due to sales in fiscal 2010 against the U.S. Tier II duty provisions.

          Revenues for the quarter and year-to-date were $5.4 million lower due mainly to the lower volume. Year-to-date revenues
 were $8.1 million higher than the previous year comparable period due to the higher price of world raw sugar in fiscal 2011. The price
 of the world raw sugar traded in a range of 20 to 28 cents per pound for the quarter which was on average higher than the comparable
 period last year, reaching a low of 20.40 cents per pound in May 2011 but recovering to near contract highs in June 2011.

            As previously mentioned, gross margin of $11.5 million for the quarter does not reflect the economic margin of the Company,
 as it includes a loss of $6.0 million for the mark-to-market of derivative financial instruments, mainly as a result of the increase in world
 raw sugar values in June 2011. We will therefore comment on adjusted gross margin results.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 5


          For the quarter, adjusted gross margin decreased by $3.7 million, when compared to the same quarter of last year. On a per
 metric tonne basis, adjusted gross margins were $107.42 as compared to $117.56 for the comparable quarter of last year. The
 decrease in adjusted gross margin rate is due mainly to large premiums paid for some of our raw sugar supply bought in the previous
 quarter. Most of the cane raw sugar is purchased in advance under long term contracts, but some volume is not committed due to the
 uncertainty of the total sales volume and the size of Taber’s beet crop. During the quarter the Company incurred costs of
 approximately $2.6 million for such premiums over the normal values of the #11 raw sugar values. This was partially offset from higher
 gross margin due to a better sales mix and from a higher raw sugar value for Taber’s domestic beet sugar sales. Year-to-date adjusted
 gross margin rate per metric tonne was $120.89 as compared to $129.11 for fiscal 2010 as approximately $7.0 million has been
 incurred for premiums on raw sugar supply which again was partially offset by benefits incurred from a better sales mix and from higher
 raw sugar values for Taber’s domestic beet sugar sales.

           Administration and selling costs were $0.3 million lower than the comparable quarter due mainly to timing in expenses but
 higher by $0.8 million year-to-date as a result of expenses incurred for the conversion from an income trust to a corporation of
 approximately $0.3 million, to reorganization expenses of approximately $0.3 million and timing in expenses. Distribution costs were
 slightly higher for the quarter and approximately $0.1 million lower year-to-date due to timing of deliveries between Vancouver and
 Taber.

           Interest expense for the quarter includes a mark-to-market loss of $0.2 million and a gain of $1.3 million year-to-date for the 5-
 year, $70.0 million interest swap entered into in July 2008, as compared with a loss of $0.7 million for the quarter and a gain of $0.2
 million year-to-date for fiscal 2010. Without the above mark-to-market adjustment, interest expense for the quarter and year-to-date
 was lower by $0.6 and $1.5 million respectively from last year comparable periods. In the third quarter of fiscal 2010 the Company
 issued new $50.0 million, 5.7% fourth series convertible unsecured subordinated debentures (“Fourth series debentures”) in April 2010
 and only redeemed the $50.0 million, 6.0% second series convertible unsecured debentures (“Second series debentures) on June 29,
 2010, thus incurring additional interest expense for most of the third quarter which accounts for most of the favourable variance in this
 year’s quarterly and year-to-date results.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 6


 Statement of quarterly results

          The following is a summary of selected financial information of the consolidated financial statements and non-GAAP measures
 of the Company for the last eight quarters.

                                                                                         QUARTERS

                                                             2011                                   2010                         2009
                                                          (Unaudited)                            (Unaudited)                  (Unaudited)
 (In thousands of dollars, except for volume,
 margin rate and per share information)          3-Q         2-Q         1-Q       4-Q         3-Q         2-Q       1-Q         4-Q

 Volume (MT)                                    163,001     155,501     159,697   192,171     180,462    153,103    156,413   187,538
 Total revenues                                 150,892     149,418     151,438   163,264    156,302     143,851    143,456   154,596
 Gross margin (loss)                             11,509      11,559      39,892    53,237     17,335     (11,396)    28,463    40,559
 EBIT (loss)                                      4,708       4,160      33,280    44,773     10,362     (17,638)    21,707    32,434
 Net earnings (loss)                                906         817      26,019    33,710      7,088     (12,136)    16,552    24,004
 Gross margin rate per MT                         70.61       74.33      249.80    277.03      96.06      (74.43)    181.97    216.27
 Per share
 Net earnings (loss)
    Basic                                         0.01         0.01        0.30      0.39       0.08       (0.14)      0.19      0.27
    Diluted                                       0.01         0.01        0.25      0.32       0.08       (0.14)      0.17      0.23
 Non-GAAP Measures
 Adjusted gross margin                          17,509       13,880      26,418    23,098      21,215    15,573      26,474    33,208
 Adjusted EBIT                                  10,708        6,481      19,806    14,634      14,242     9,331      19,718    25,083
 Adjusted net earnings                           5,504        2,120      15,296    12,136      11,151     6,548      14,876    18,638
 Adjusted gross margin rate per MT              107.42        89.26      165.43    120.20      117.56    101.72      169.26    177.07
 Adjusted net earnings per share
    Basic                                         0.06         0.02        0.17      0.14        0.13      0.08        0.17      0.21
    Diluted                                       0.06         0.02        0.16      0.13        0.12      0.08        0.15      0.18

 Historically the first quarter (October to December) of the fiscal year is the best quarter for adjusted gross margins and adjusted net
 earnings due to the favourable sales mix of products sold. This is due to the increased sales of baked goods during that period of the
 year. At the same time, the second quarter (January to March) is historically the lowest volume quarter, resulting in lower adjusted
 gross margins, adjusted gross margin rate and adjusted net earnings.

 Liquidity

          The cash flow generated by the operating company, Lantic Inc., is paid to Rogers by way of dividends and return of capital on
 the common shares of Lantic, and by the payment of interest on the subordinated notes of Lantic Inc. held by Rogers, after having
 taken a reasonable reserve for capital expenditures and working capital. The cash received by Rogers is used to pay dividends to its
 shareholders.

          Cash flow from operations was $17.2 million in the third quarter of 2011, as opposed to $35.3 million in the comparable
 quarter of fiscal 2010. Year-to-date cash flow from operations is negative $15.6 million as opposed to positive $14.1 million for the
 comparable period of fiscal 2010. The major reason for the decreased cash flow balances for the quarter and year-to-date is due to the
 much higher level of inventories and value of raw sugar in fiscal 2011 than for the same period last year. Raw sugar deliveries were
 delayed last year due to congestion at the Brazilian shipping ports and as a result the Company ran out of raw sugar on two different
 occasions. To prevent this from happening again the Company increased raw sugar inventories by approximately 20,000 metric
 tonnes. These inventories are expected to be reduced to a more standard level by the end of the fiscal year. The increase in the
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 7


 overall value of the inventories at the end of the period combined with the additional volume, accounts for most of the cash flow
 movement.

          Total capital expenditures were lower than the previous year, due mainly to timing in projects when compared to fiscal 2010.

         The additional cash flow requirements year-to-date were funded by available cash reserves and additional short-term
 borrowings of $10.0 million from the bank credit facility. For the quarter the generated cash flow was used mainly to reduce short-term
 borrowings by $10.0 million.

          In order to provide additional information the Company believes it is appropriate to measure free cash flow that is generated
 by the operations of the Company and can be compared to the level of dividend paid by Rogers. Free cash flow is defined as cash flow
 from operations excluding changes in non-cash working capital, mark-to-market and derivative timing adjustments, financial
 instruments non-cash amount and including capital expenditures. Free cash flow is a new non-GAAP measure presented in the second
 quarter of fiscal 2011 in connection with the conversion to an incorporated entity. Free cash flow for prior periods has been presented
 on a consistent basis.

          Free cash flow is as follows:
                                                       For the three months ended                   For the nine months ended

                                                     July 2, 2011          June 30, 2010          July 2, 2011          June 30, 2010
 (In thousands of dollars)                           (Unaudited)            (Unaudited)           (Unaudited)            (Unaudited)

 Cash flow from operations                       $     17,214          $    35,347           $ (15,577)             $     14,147
 Adjustments:
   Changes in non-cash
       working capital                                (13,775)             (27,783)               51,574                    3,654
   Mark-to-market and derivative
      timing adjustment                                 6,196                4,619                 (6,475)                28,684
   Financial instruments non-cash
   amount                                                 228                3,215                 4,343                  (1,962)
   Capital expenditures                                (1,076)              (1,165)               (3,511)                 (4,377)
   Investment capital expenditures                        115                   27                   160                      27
   Issue of shares                                           -                277                    275                     277
   Financing costs                                          -               (2,365)                    -                  (2,365)
 Free cash flow                                  $      8,902          $    12,172            $   30,789            $     38,085
 Declared dividends                              $      7,552          $    10,046            $   25,163            $     30,130

           Free cash flow was $3.3 million lower than the comparable quarter in fiscal 2010 and $7.3 lower year-to-date. With the new
 corporate structure, Rogers is now fully taxed and a provision of $2.5 million for current income taxes was recorded in the current
 quarter and of $4.9 million year-to-date, versus nil for the comparable periods last year. The remaining shortfall of $0.8 million in the
 quarter is due mainly to the lower profitability at the operating level. The year-to-date shortfall in free cash flow of $7.3 million can
 similarly be explained by the additional current tax provision of $4.9 million and lower profitability at the operating level.

           Changes in non-cash operating working capital represents quarter-over-quarter movement in current assets such as accounts
 receivable, inventories and current liabilities like accounts payable. Movement in these accounts are due mainly to timing in the
 collection of receivables, receipts of raw sugar and payment of liabilities. Increases or decreases in such accounts do not therefore
 constitute available cash for distribution. Such increases or decreases are financed from available cash or from the Company’s
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 8


 available credit facility of $200 million. Increases or decreases in short-term bank indebtedness are also due to timing issues from the
 above, and therefore do not constitute available free cash flow.

         Mark-to-market and financial instruments adjustments are due mainly to unrealized gains or losses on financial derivative
 instruments and are therefore non-cash amounts except for margin calls on net sugar positions.

           Investment capital expenditures are added back to free cash flow as these capital projects are not necessary for the operation
 of the plants, but are undertaken due to their substantial operational savings to be realized once these projects are completed.

          In fiscal 2011, 70,000 shares were issued under the Stock Option Plan for total proceeds of $0.275 million.

         In fiscal 2010 an amount of $2.4 million was paid in financing fees on the issuance of the Fourth series unsecured convertible
 debentures.

          The Company, under the new corporate structure, is now paying a quarterly dividend of 8.5 cents per share for a total payout
 of $7.6 million for the quarter. This amount is comparable to the distribution which was paid by the Fund on an after-tax basis, for
 taxable Canadian shareholders.

 Contractual obligations

         There are no material changes in the contractual obligations table disclosed in the Management’s Discussion and Analysis of
 the September 30, 2010 Annual Report.

         At July 2, 2011, the operating company had commitments to purchase a total of 1,487,500 metric tonnes of raw sugar, of
 which only 89,400 metric tonnes had been priced, for a total dollar commitment of $55.8 million.

 Capital resources

          Lantic has $200.0 million as authorized line of credit available to finance its operation. At quarter’s end, $80.0 million had
 been drawn from the working capital facility for working capital purposes. The increase from September 2010 is due mainly to the
 additional level of inventories and additional cost of such inventories as a result of higher world raw sugar values in June 2011.

         Cash requirements for working capital and other capital expenditures are expected to be paid from available credit resources
 and funds generated from operations.

 Outstanding securities

          For the quarter 63,918 shares were issued following the conversion of $0.326 million of the third series convertible unsecured
 subordinated debentures (“Third series debentures”). Year-to-date, 1,233,515 shares have been issued following the conversion of
 $6.291 million of the Third Series convertible unsecured subordinated debentures, at a conversion price of $5.10 per share. In addition
 70,000 shares were issued under the Stock Option Plan year-to-date. As at August 3, 2011, there were 88,837,628 shares
 outstanding.

        With the conversion of the Fund to a corporation on January 1, 2011, the stated capital of Rogers was reduced by the
 accumulated deficit as at December 31, 2010, of $276.5 million to $284.1 million. In addition following a Special Resolution passed by
 shareholders at the February 1, 2011 shareholders meeting, the stated capital was reduced by a further $200.0 million, to $84.1 million.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 9


 Changes in accounting policies and critical accounting estimates

         Our accounting policies and critical accounting estimates remain substantially unchanged from those that were disclosed in
 our Management’s Discussion and Analysis of the Annual Report for the year ended September 30, 2010.

 International financial reporting standards (“IFRS”)

           In February 2008, the Canadian Accounting Standards Board (“AcSB”) confirmed that publicly accountable enterprises will be
 required to adopt IFRS for interim and annual reporting purposes, for fiscal years beginning on or after January 1, 2011. The Company
 will be required to begin reporting under IFRS for the quarter ending December 31, 2011 and will be required to prepare an opening
 balance sheet and provide information that conforms to IFRS for comparative periods presented.

          The Company began planning the transition from current Canadian GAAP to IFRS by establishing a project plan and a project
 team. The project team is led by senior finance executives that provide overall project governance, management and support. The
 project team reports quarterly the progress made on the project to the Audit Committee, and discusses key findings and future
 accounting requirements.

          The project plan consists of three phases: the initial assessment, detailed assessment and design, and implementation. The
 Company has completed the initial assessment phase, which included the completion of a high level review of the major differences
 between current Canadian GAAP and IFRS. The initial assessment also included training sessions for project team members and
 discussions with the Company’s external auditors and advisors.

          The Company is now engaged in the detailed assessment and design phase. The detailed assessment and design phase
 involves completing a comprehensive analysis of the impact of the IFRS differences identified in the initial assessment phase. The
 design of solutions to resolve these IFRS differences is progressing according to plan. The following are some of the significant
 differences between Canadian GAAP and IFRS that have been identified to date and which are currently being evaluated:
                Property, Plant and Equipment (International Accounting Standard (“IAS”) 16): Under IFRS, components of capital
                assets with different useful lives must be identified to calculate depreciation. The Company is well advanced in the
                process of examining the componentization of capital assets having completed one plant and being in the process of
                completing the two remaining plants. After this process is complete the impact on depreciation under IFRS will be
                measured.

                Borrowing Costs (IAS 23): Under IFRS, borrowing costs incurred during the period in which a qualifying capital asset is
                being constructed must be capitalized as part of the cost of the asset. Under the Company’s current accounting policy,
                all borrowing costs are charged to earnings and included in interest expense. The Company expects to use an optional
                exemption in order to capitalize borrowing costs only for assets for which the commencement date for capitalization is
                on or after the transition date. Accordingly, the Company does not expect to record an opening IFRS balance sheet
                adjustment for borrowing costs incurred prior to the transition date.

                Impairment of Assets (IAS 36): Under IFRS, assets need to be grouped in cash generating units (“CGUs”) on the basis
                of independent cash inflows for impairment testing purposes, using a single-step-approach. The Company has
                determined its group of cash units to be used for the purpose of goodwill impairment testing. The Company has
                determined that there will be no goodwill impairment as at the date to the transition to IFRS.

                Leases (IAS 17): The Company has entered into various leases which are accounted for as operating leases under
                Canadian GAAP. The Company has preliminarily determined that there will not be significant changes in classification
                of its operating leases to a finance (capital) lease under IFRS.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 10




                Employee benefits (IAS 19): Under IFRS, vested past service costs under a defined benefit plan are immediately
                recognized in net earnings. As of the transition date, the Company is expected to record the balance of all vested past
                service costs against retained earnings. In addition, as permitted under IFRS, the Company is expect to recognize
                actuarial gains and losses as they occur in other comprehensive income, with no impact on net earnings.

                Consolidation (IAS 27) and Special Purpose Entities (Standing Interpretations Committee (“SIC”) 12): The Variable
                Interest Entity model of consolidation does not exist under IFRS. The Company completed its assessment of the
                impact of IAS 27 and SIC 12 and has determined that Lantic Inc., the wholly-owned subsidiary of Rogers should be
                consolidated. As a result, we do not expect any changes as at the date of transition under IFRS.

                Financial Instruments (IAS 32 and 39): From the transition date of October 1, 2010 to the day before the Fund
                converted to a corporation on January 1, 2011, the classification of the trust units have been determined to be equity
                classified, consistent with Canadian GAAP, due to modifications made to the Declaration of Trust on September 29,
                2010. However, for that period, the conversion options of the convertible debentures have been determined to be
                embedded derivatives and the Unit Option Plan has been determined to be liability-classified share-based payment
                awards. The conversion options and share-based payment awards will become equity-classified on January 1, 2011 at
                the time of conversion to a corporation. The Company is currently in the process of computing the impact, which will be
                a non-cash amount limited to the first quarter of fiscal 2011.

                First time Adoption of IFRS (IFRS 1): The Company intends to use the business combinations exemption and not
                restate the accounting of past business acquisitions. The Company does not intend to apply the exemption to use fair
                value as deemed cost, rather it intends to keep property, plant and equipment at their original costs.
           The transition plan remains on-track and the Company believes it is well positioned to transition to IFRS in accordance with
 the timelines mandated by the AcSB. The work completed to date suggests that there should be minimal impact on the Company’s
 business processes, IT systems, disclosure controls and procedures, and internal controls over financial reporting. However, these
 preliminary conclusions may change as the Company continues to progress through its transition plan and considers any new IFRS
 developments leading up to the Company’s changeover date.

 Risk factors

         Risk factors in the Company’s business and operations are discussed in the Management’s Discussion and Analysis of our
 Annual Report for the year ended September 30, 2010. This document is available on SEDAR at www.sedar.com or on our website at
 www.rogerssugar.com.

 OUTLOOK

         The world raw sugar supply was very tight earlier in the fiscal year and as a result substantial premiums over the # 11 raw
 sugar values are being charged for nearby shipments. For fiscal 2011 the Company had contracted approximately 75% of its raw
 sugar requirement and the balance was contracted in December 2010 at significant premiums over the raw sugar values. These
 premiums had a negative impact on the first nine months results and will continue to negatively impact the financial results for the
 remaining quarter of the fiscal year.

          New long term sugar supply contracts were negotiated earlier this year with raw sugar suppliers for over 90% of our estimated
 raw sugar requirements of fiscal 2012. These contracts will protect the Company from large premiums should the world raw sugar
 market retain its tight supply environment.
Rogers Sugar Inc.
 Interim Report for the third quarter 2011 results – Page 11


           Sales volume will be lower than the previous year as we do not anticipate any special access to the U.S. market in fiscal 2011.
 The spread between the world raw sugar market and the U.S. refined sugar market is not wide enough to allow Rogers to pay the Tier
 II duty of approximately $360 per metric tonne and generate a profit on such sale. Last fiscal year approximately 41,000 metric tonnes
 were shipped to the U.S. under the Tier II duty program.

          In the current quarter we were able to secure some additional sales to Mexico for this fiscal year and extend our current
 contract through fiscal 2012 for approximately 15,000 metric tonnes. This sugar has to be supplied from beet sugar as it needs to be
 Canadian origin sugar.

            The higher world raw sugar values currently in the market place will be beneficial for the approximately 10,000 metric tonnes
 of beet sugar remaining to be sold domestically this year. We will continue to monitor the current raw sugar environment. To take
 advantage of the current high prices some beet pre-hedge has already been put in place for approximately half of the volume to be sold
 in fiscal 2012.

          A total of approximately 34,000 acres were planted this spring in Taber. Under normal growing and harvesting conditions, this
 should result in approximately 110,000 metric tonnes of beet sugar for fiscal 2012. Depending on the weather growing conditions, the
 Taber plant may start the slicing campaign in early September, which should reduce distribution costs of Vancouver bulk transfers to
 Taber and improve the extraction rate of next year’s sugar beets.

           A significant portion of fiscal 2011’s natural gas requirement has been hedged at average prices comparable to those realized
 in fiscal 2010. Any un-hedged volume should benefit from the current low prices of natural gas and therefore increase the adjusted
 gross margin rate. In addition, some futures positions for fiscal 2012 to 2014 have also been taken. Some of these positions are at
 prices higher than the current market values, but are at the same or at better levels than what was achieved in fiscal 2010. We will
 continue to monitor natural gas market dynamics with the objective of minimizing natural gas costs.

           In the current volatile financial environment, return on pension plan assets may vary from historical plan performance. This,
 combined with the discount rate used in assessing the plan liabilities, may impact pension plan expenses in future years. The actuarial
 valuation of the remaining three plans was completed this year. As a result a one-time payment of approximately $1.8 million is to be
 paid this calendar year and future cash contributions will increase by approximately $1.0 million per year.

            On December 1, 2010, the Canadian Sugar Institute (“CSI”) filed an application with the Federal Court of Appeal for judicial
 review of the decision by the Canadian International Trade Tribunal (“CITT”) to rescind its order against dumped and subsidized refined
 sugar from the European Union (“EU”). The application requested that the matter be referred back to the CITT to reconsider the
 evidence taking into account any instructions of the Court. The CSI also asked the Federal Court to issue a direction to the CITT that,
 if the EU order is restored, antidumping and countervailing duties shall be payable on all EU sugar imported into Canada on or after
 November 1, 2010, as if the EU order had not been rescinded. On January 12, 2011, the CITT sent a letter to the Court indicating that
 it will not be intervening in the proceeding. On March 11, 2011, the Court granted the Attorney General of Canada leave to withdraw
 from the proceeding. The CSI’s application is continuing unopposed by the CITT and the Government of Canada. A decision is
 expected later this year.
Rogers Sugar Inc.
Unaudited Consolidated Balance Sheets
July 2, 2011 and June 30, 2010
(In thousands of dollars)


                                                              July 2          September 30       June 30
                                                               2011               2010            2010

 ASSETS
 Current assets:
         Cash and cash equivalents                        $      4,805    $        38,781    $     6,952
         Accounts receivable                                    60,020             58,231         60,522
         Inventories                                           100,398             51,358         66,437
         Prepaid expenses                                        3,985              1,885          3,087
         Future income taxes                                     3,041              1,030         11,300
         Derivative financial instruments (Note 3)                 933                 24            866
                                                               173,182            151,309        149,164
 Capital assets                                                176,198            183,361        182,797
 Defined benefits pension plan assets                           18,994             19,672         17,260
 Derivative financial instruments (Note 3)                           -                  1            410
 Other assets                                                      541                510            556
 Goodwill                                                      229,952            229,952        229,952
                                                          $    598,867    $       584,805    $   580,139

 LIABILITIES AND SHAREHOLDERS’ EQUITY
 Current liabilities:
         Short-term borrowings                            $     80,000    $        70,000    $    94,000
         Accounts payable and accrued liabilities               44,000             42,716         37,345
         Derivative financial instruments (Note 3)              10,330              8,989         10,241
         Current capital lease obligation                           89                 82             23
                                                               134,419            121,787        141,609
 Employee future benefits                                       29,138             29,545         28,788
 Derivative financial instruments (Note 3)                       7,567             12,343         11,153
 Long-term capital lease obligation                                144                181             94
 Convertible unsecured subordinated debentures (Note 6)        124,957            130,599        130,383
 Future income taxes                                            20,684             17,542         19,485
                                                               316,909            311,997        331,512
 SHAREHOLDERS’ EQUITY
 Share capital (Note 6)                                         90,655            560,543         559,986
 Contributed surplus                                           204,677              4,683           4,713
 Deficit                                                       (13,374)          (292,418)       (316,072)
                                                               281,958            272,808    $    248,627
                                                          $    598,867    $       584,805    $   580,139
Rogers Sugar Inc.
 Unaudited Consolidated Statements of Operations and Comprehensive Income
 For the periods ended July 2, 2011 and June 30, 2010
 (In thousands of dollars – except per share amounts)



                                                              For the three months ended         For the nine months ended

                                                              July 2, 2011   June 30, 2010       July 2, 2011   June 30, 2010
  Revenues                                                $     150,892      $   156,302     $     451,748      $   443,609
  Cost of sales                                                 139,383          138,967           388,788          409,207
  Gross margin                                                   11,509           17,335            62,960           34,402

  Expenses:
      Administration and selling                                  4,463            4,794            14,721           13,968
      Distribution                                                2,150            2,054             5,528            5,593
      Depreciation and amortization                                 188              125               563              410
                                                                  6,801            6,973            20,812           19,971
  Earnings before interest and provision
     for income taxes                                             4,708           10,362            42,148           14,431
  Interest on convertible debentures                              1,902            2,649             5,749            6,634
  Amortization of deferred financing costs                          262              351               787            1,500
  Short-term interest                                             1,331            1,654             1,657            2,722
                                                                  3,495            4,654             8,193           10,856
  Earnings before provision for income taxes                      1,213            5,708            33,955            3,575

  Provision for (recovery of) income taxes:
       Current                                                    1,286           (1,294)            5,083             (189)
       Future                                                      (979)             (86)            1,130           (7,740)
                                                                    307           (1,380)            6,213           (7,929)
  Net earnings and other comprehensive income                       906      $     7,088     $      27,742      $    11,504

  Net earnings per share:
       Basic                                              $         0.01     $      0.08     $        0.31      $     0.13
       Diluted                                            $         0.01     $      0.08     $        0.31      $     0.13

  Supplemental disclosure:
  Employee future benefits expense                        $       1,442      $     1,209     $       4,157      $    3,455
Rogers Sugar Inc.
 Unaudited Consolidated Statements of Shareholders’ Equity
 For the periods ended July 2, 2011 and June 30, 2010
 (In thousands of dollars – except per share amounts)


                                                                             For the nine months ended
                                                                                     July 2, 2011
                                                 Number of                           Contributed
                                                  Shares              Shares           Surplus         Deficit           Total
 Balance, at September 30, 2010                  87,534,113       $    560,543     $      4,683    $ (292,418)       $   272,808

 Distributions                                                -              -                -         (10,066)         (10,066)
 Stock-based compensation                                     -              -                3               -                3
 Net earnings                                                 -              -                -          26,019           26,019
 Balance at January 1, 2011                      87,534,113            560,543            4,686        (276,465)         288,764

 Elimination of opening deficit to contributed
    surplus at January 1, 2011 (Note 7)                   -                  -         (276,465)        276,465                  -
 Reduction of stated capital (Note 6)                     -           (276,465)         276,465                -                 -
 Reduction of stated capital at February 1,
    2011 (Note 7)                                         -           (200,000)         200,000                 -              -
 Dividends                                                -                  -                -         (15,097)         (15,097)
 Stock-based compensation                                 -                  -                2               -                2
 Conversion of convertible debentures into
   common shares (Note 6)                         1,233,515              6,291                -                  -         6,291
 Issuance of shares (Note 6)                         70,000                286              (11)                             275
 Net earnings                                             -                  -                -           1,723            1,723
 Balance at July 2, 2011                         88,837,628       $     90,655     $    204,677    $    (13,374)     $   281,958


                                                                             For the nine months ended
                                                                                    June 30, 2010
                                                 Number of                           Contributed
                                                  Shares              Shares           Surplus         Deficit           Total
 Balance, beginning of period                    87,327,887       $    559,662     $      4,712    $ (297,446)       $   266,928

 Distributions                                           -                   -                -         (30,130)         (30,130)
 Stock-based compensation                           64,000                 291                1               -              292
 Conversion of convertible debentures into
    common shares (Note 6)                            6,226                 33                -              -                33
 Net earnings                                             -                  -                -         11,504            11,504
 Balance, end of period                          87,398,113       $    559,986     $      4,713    $ (316,072)       $   248,627
Rogers Sugar Inc.
 Unaudited Consolidated Statements of Cash Flows
 For the periods ended July 2, 2011 and June 30, 2010
 (In thousands of dollars)



                                                               For the three months ended           For the nine months ended
                                                              July 2, 2011     June 30, 2010       July 2, 2011    June 30, 2010
 Cash flows from operating activities:
    Net earnings (loss)                                   $         906      $      7,088      $      27,742      $    11,504
    Adjustments for items not involving cash:
      Depreciation and amortization                               3,558             3,294             10,574           10,146
      Amortization of deferred financing costs                      262               351                787            1,500
      Future income taxes                                          (979)              (86)             1,130           (7,740)
      Employee future benefits                                      (93)              126                271              386
      Change in derivative financial instruments                   (228)           (3,215)            (4,343)           1,962
      Stock based compensation expenses                               1                 6                  5               15
      Other                                                          12                 -               (169)              28
                                                                  3,439             7,564             35,997           17,801
    Changes in non-cash working capital:
      Accounts receivable                                        (3,079)          (7,543)             (1,789)         (10,885)
      Inventories                                                20,487           33,748             (49,040)           8,699
      Prepaid expense                                              (813)            (645)             (2,100)            (754)
      Accounts payable and accrued liabilities                   (2,820)           2,223               1,355             (714)
                                                                 13,775           27,783             (51,574)          (3,654)
                                                                 17,214           35,347             (15,577)          14,147
 Cash flows from financing activities:
    Short-term (repayment) borrowings                           (10,000)          (15,399)            10,000           24,000
    Dividends                                                    (7,552)          (10,046)           (25,163)         (30,130)
    Issue of shares                                                    -              277                275              277
    Issuance of convertible unsecured debentures                       -           50,000                   -          50,000
    Redemption of convertible unsecured debentures                     -          (49,967)                  -         (49,967)
    Deferred financing charges                                        -            (2,365)                 -           (2,365)
                                                                (17,552)          (27,500)           (14,888)          (8,185)
 Cash flows from investing activities:
    Additions to capital assets                                  (1,076)           (1,165)            (3,511)          (4,377)
 Net change in cash and cash equivalents                         (1,414)            6,682            (33,976)           1,585
 Cash and cash equivalents, beginning of period           $       6,219      $       270       $      38,781      $     5,367
 Cash and cash equivalents, end of period                 $       4,805      $      6,952      $       4,805      $     6,952
 Supplemental disclosure:
    Interest paid on debt                                         5,228             5,287             11,283           11,145
    Income taxes (received) paid                                 (1,237)              180               (884)           1,159
    Capital assets included in accounts payable and
       accrued liabilities and capital lease obligation             378              698                378              698
Rogers Sugar Inc.
Notes to Interim Unaudited Consolidated Financial Statements
For the nine months ended July 2, 2011 and June 30, 2010
(In thousands of dollars unless otherwise noted)

         On January 1, 2011 Rogers Sugar Inc. (“Rogers” or the “Corporation”), completed the conversion from an income trust to a
corporation pursuant to a Plan of Arrangement (the “Arrangement”) under section 192 of the Canada Business Corporation Act.
Pursuant to the Arrangement, unitholders exchanged each trust unit of Rogers Sugar Income Fund (the “Fund”) for a common share of
Rogers on a one-for-one basis.

         The interim Consolidated Financial Statements follow the continuity of interest basis of accounting whereby the Corporation is
considered a continuation of the Fund because there was no change in ownership of the Fund upon conversion. As a result, the
comparative consolidated balance sheets, consolidated statements of operations and comprehensive income, consolidated statements
of shareholders’ equity and consolidated statements of cash flows include the Fund’s results of operations for the period up to and
including December 31, 2010 as previously reported and the Corporation’s results of operations thereafter. All references to shares,
dividends and shareholders in the interim Consolidated Financial Statements and notes pertain to common shares and common
shareholders subsequent to the conversion and units, distributions and unitholders prior to conversion.

Note 1:   Basis of presentation

         These interim unaudited consolidated financial statements have been prepared in accordance with Canadian Generally
Accepted Accounting Principles (“GAAP”). These interim unaudited consolidated financial statements do not include all disclosures
required by the Canadian GAAP and therefore should be read in conjunction with the consolidated financial statements and the notes
thereto for the most recently prepared annual financial statements for the year ended September 30, 2010. These quarterly
consolidated financial statements were not reviewed or audited by our external auditors.

Note 2:   Accounting policies

          These financial statements follow the same accounting policies and methods of their application as the most recent annual
financial statements of the Fund for the year ended September 30, 2010.

Note 3:   Derivative Financial Instruments

          Details of recorded gains/losses for the quarter, in marking-to-market all derivative financial instruments and embedded
derivatives are noted below. For sugar futures contracts (derivative financial instruments), the amounts noted below are netted with the
variation margins paid or received to/from brokers at the end of the reporting period. Natural gas forwards and sugar futures have
been marked-to-market using published quoted values for these commodities, while foreign exchange forward contracts have been
marked-to-market using rates published by the financial institution which is counter-party to these contracts. The fair value of natural
gas contracts, foreign exchange forward contracts and interest swap calculation include a credit risk adjustment for the Company’s or
counterparty’s credit, as appropriate.
Rogers Sugar Inc.
Notes to Interim Unaudited Consolidated Financial Statements
For the nine months ended July 2, 2011 and June 30, 2010
(In thousands of dollars unless otherwise noted)

Note 3:       Derivative Financial Instruments (continued)
                                Financial Instrument            Financial Instrument
                                                                                                                  Gain / (Loss)
                                        Assets                        Liabilities
MARK-TO-MARKET               Short-term       Long-term       Short-term       Long-term       Three months ended              Nine months ended
                                                                                           July 2, 2011    June 30, 2010   July 2, 2011      June 30, 2010
   Sugar futures contracts
      and options            $      933    $         -    $           -     $     (956)    $    (12,617) $        4,774    $       (7,659) $        (15,291)
   Natural gas futures
      contracts                       -              -           (5,477)        (4,640)            (200)           (324)           4,584             (3,902)
   Foreign exchange
      forward contracts               -              -           (1,759)           (35)             794           3,136             (644)            1,651
   Embedded derivatives               -              -           (1,380)          (129)             139           3,168             (872)            2,220
   Interest swap                      -              -           (1,714)        (1,807)            (196)           (739)           1,322               176
                             $      933    $         -    $ (10,330)        $   (7,567)    $    (12,080) $       10,015    $       (3,269) $        (15,146)
Charged to:
   Cost of sales                                                                                (11,884)         10,754            (4,591)          (15,322)
   Interest expenses                                                                               (196)           (739)           1,322               176
Total                                                                                      $    (12,080) $       10,015    $       (3,269) $        (15,146)


Note 4: Income taxes

         With the conversion of the Company to a corporation on January 1, 2011, the entity is now subject to the combined federal
and provincial income taxes like any conventional corporation. The income tax provision for the nine months ended July 2, 2011 is as
follows:
                                                                                                                                    July 2, 2011
    Earnings before provision for income taxes:                                                                                $      33,955
    Adjustments:
      Income directly taxed into the hands of unitholders
       to December 31, 2010                                                                                                           (10,066)
      Other                                                                                                                            (1,782)
                                                                                                                                       22,107
        Expected tax rate                                                                                                                27.13%
        Expected expense                                                                                                                6,002

    Adjustments:
      Tax rate adjustment due to conversion to
           corporation                                                                                                                       (47)
      Other                                                                                                                                  258
                                                                                                                                             211

    Income tax expense                                                                                                         $          6,213



         Temporary differences have not changed significantly as a result of the conversion because temporary differences at the Fund
level were already recorded for the post-conversion reversal period as required pursuant to Canadian GAAP, and as the structure of
the corporate subsidiary Lantic Inc. has not changed as a result of the conversion.
Rogers Sugar Inc.
Notes to Interim Unaudited Consolidated Financial Statements
For the nine months ended July 2, 2011 and June 30, 2010
(In thousands of dollars unless otherwise noted)

Note 5: Convertible debentures

         On April 8, 2010, Rogers issued 50,000 Fourth Series, 5.70% convertible unsecured subordinated debentures, (“Fourth Series
debentures”) maturing on April 30, 2017, with interest payable semi-annually in arrears on April 30 and October 31 of each year, for
gross proceeds of $50,000. The debentures may be converted at the option of the holder at a conversion price of $6.50 per share at
any time prior to maturity.
         On June 29, 2010, the net proceeds from the insurance of the Fourth Series debentures combined with funds from working
capital were used to redeem the Second Series 6% convertible unsecured subordinated debentures. The total redemption was $49,967
as an amount of $33 was converted to shares by holders of the convertible debenture prior to its redemption date of June 29, 2010.

          Financing fees of $2,365 were incurred on the insurance of the Fourth Series debentures.

Note 6:   Common shares

         During the third quarter, $326 of the Third Series convertible unsecured subordinated debenture was converted by holders of
the securities, for a total number of 63,918 common shares. Year-to-date $6,291 of the Third Series convertible unsecured
subordinated debentures were converted by holders of the securities, for a total number of 1,233,515 common shares. This conversion
is a non-cash transaction and therefore is not reflected in the statement of cash flows. In addition a total of 70,000 common shares
were issued after two executives exercised some options under the Share Option Plan earlier in fiscal 2011. In the third quarter and
year-to-date of fiscal 2010, $18 and $33 of the Second Series convertible unsecured subordinated debenture, outstanding at the time,
was converted by holders of the securities for a total of 3,396 and 6,226 common shares respectively.

Note 7:   Share capital

         The authorized capital of the corporation consists of : (i) an unlimited number of voting common shares entitling its holders to
receive, subject to the rights of the holders of preferred shares and any other class of shares ranking prior to the common shares, (a)
non-cumulative dividends of the corporation and (b) the remaining property of the corporation upon its dissolution or winding-up; and (ii)
a number of preferred shares issuable in series, at all times limited to fifty percent (50%) of the common shares outstanding at the
relevant time, provided that no such preferred shares shall be used to block any takeover. On July 2, 2011 there were 88,837,628
common shares outstanding and no preferred shares issued or outstanding.

        On January 1, 2011 the Directors of the Corporation approved the reduction of the share capital of Rogers Sugar Inc. without
payment or reduction to its stated capital, by its accounting deficit at January 1, 2011. As a result the accounting deficit of $276,465
was reduced to nil and the same amount was applied against stated capital reducing the stated capital to $284,078.

         In addition a Special Resolution to reduce the stated capital of the Corporation by $200,000 was approved at the shareholders
meeting of February 1, 2011, and as a result the stated capital of the Corporation was further reduced to $84,078 and contributed
surplus was increased by $200,000 to $204,686.

        The net earnings per share has been computed consistently with the earnings per trust unit in prior periods, as there have
been no substantive changes to the equity instruments as a result of the conversion.
Rogers Sugar Inc.
Notes to Interim Unaudited Consolidated Financial Statements
For the nine months ended July 2, 2011 and June 30, 2010
(In thousands of dollars unless otherwise noted)


Note 8:    Stock-based compensation plan

          On January 1, 2011 all options outstanding under the Unit Option Plan of the Fund were transferred to a Share Option Plan of
the new Corporation on a one-for-one basis. There were no substantive changes to the terms of the Share Option Plan and as a result,
no accounting impact to the modification. Year-to-date a total of 70,000 shares has been issued under the Share Option Plan. In
addition following the termination of an executive a total of 80,000 options were forfeited. The following table summarizes information
about the Share Option Plan as at July 2, 2011:



                  Outstanding number                                        Outstanding                        Number of
 Exercise price      of options at   Options exercised Options forfeited number of options Weighted average      options       Weighted average
   per option     September 30, 2010 during fiscal 2011 during fiscal 2011 at July 2, 2011  remaining life     exercisable      exercise price
 $    3.61             200,000            50,000                -             150,000            4.42              70,000       $     3.61
      4.70             100,000            20,000             80,000               -               -                 -                  -




Note 9:    Segmented information

          Revenues were derived from customers in the following geographic areas:
                                                 For the three months ended                       For the nine months ended
                                            July 2, 2011         June 30, 2010                  July 2, 2011                 June 30, 2010

Canada                                  $       141,742         $       142,798             $        425,306         $           416,276
United States and Other                           9,150                  13,504                       26,442                      27,333
                                        $       150,892         $       156,302             $        451,748         $           443,609

				
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