On June 30, 2011, the Company completed a transaction to sell land and buildings located in Irapuato, Mexico (the “Mexico Land & Building Transaction”) to parties related to Fruvemex Mexicali, S.A. de C.V. (“Fruvemex”). In addition, on April 29, 2011, the Company completed a transaction to sell certain assets related to fruit processing plants located in Mexico to Fruvemex (the “Mexico Processing Assets Transaction”, and together with the Mexico Land & Building Transaction, the “Transactions”). Total cash consideration for the Transactions was $5,650, with $1,000 received in cash upon closing of the applicable Transaction. The remaining consideration of $4,650 is to be received by the Company through instalment payments over the following twelve months. The land, buildings and processing assets sold have been reclassified and are presented as non-current assets held for sale on the consolidated balance sheet as at January 1, 2011. For the three quarters ended October 1, 2011, the Company recorded a gain of $3,824, before transaction and related costs.

On May 24, 2011, the Company completed the sale of frozen fruit processing equipment located in Salinas, California to Cal Pacific Specialty Foods, LLC (“Cal Pacific”). The assets, which were previously leased to Cal Pacific, were sold for their book value of $1,773, paid in cash on closing the transaction. The frozen fruit processing equipment sold have been reclassified and are presented as non-current assets held for sale on the consolidated balance sheet at January 1, 2011.

On August 12, 2011, the United States Bankruptcy Court, District of Colorado, accepted an asset purchase agreement submitted by Colorado Mills, LLC (“Colorado Mills”) for Colorado Sun Oil Processing LLC (“CSOP”) and rejected an asset purchase agreement submitted by the Company. Concurrent with its decision, the court ordered Colorado Mills to settle previously owed balances to the Company under a lease agreement, along with interest and penalties. See note 11(b) for additional information about the dispute with Colorado Mills.

Based on the bankruptcy court ruling, the Company disposed of the joint venture, which was previously consolidated as a variable interest entity. As a result of the disposal, and realizing the interest and penalties on aged balances owed to the Company, a gain on disposal was recorded in discontinued operations on the consolidated statement of operations for the quarter and three quarters ended October 1, 2011.

The following is a summary of the CSOP transaction, recorded in the quarter and three quarters ended October 1, 2011:

					$
Cash received, including interest and penalties, to settle balances owing					1,122
Application of cash against balances owing					(1,045)
Disposal of net liabilities					36
Pre-tax gain on sale					113
Provision for income taxes					(42)
Gain on sale of discontinued operations					71

The operating results of the CSOP business for the quarter and three quarters ended October 1, 2011 and October 2, 2010, which are included in earnings (loss) from discontinued operations on the consolidated statement of operations, were as follows:

		Quarter ended		Three quarters ended
		October 1, 2011	October 2, 2010	October 1, 2011	October 2, 2010
		$	$	$	$

Revenues		110	418	648	812

Loss before income taxes from discontinued
	operations up to the date of sale	(200)	(295)	(510)	(1,001)
Costs allocated to discontinued operations
	as a result of sale	(564)	(258)	(1,464)	(632)
Loss from discontinued operations before
	income taxes	(764)	(553)	(1,974)	(1,633)
Recovery of income taxes		283	205	732	605
Loss allocated to non-controlling interests		98	147	254	501
		(383)	(201)	(988)	(527)

The assets disposed of in the CSOP transaction were part of the Grains and Foods Group segment.

On June 11, 2010, the Company sold its Canadian Food Distribution assets (“CFD” or the “CFD Transaction”) to UNFI Canada Inc., a wholly-owned subsidiary of United Natural Foods Inc., for cash consideration of Cdn $68,000 (U.S. - $65,809).

The following is a summary of the CFD Transaction, recorded in the three quarters ended October 2, 2010:

					$
Cash consideration					65,809
Transaction and related costs					(4,937)
Net proceeds					60,872
Net assets sold					(51,655)
Accumulated other comprehensive income related to assets sold					7,772
Pre-tax gain on sale					16,989
Provision for income taxes					(3,180)
Gain on sale of discontinued operations					13,809

The gain on sale of discontinued operations has been recorded in discontinued operations on the consolidated statements of operations.

The operating results of the CFD business for the quarter and three quarters ended October 2, 2010, which are included within loss from discontinued operations, net of income taxes, on the consolidated statement of operations, were as follows:

	Quarter ended	Three quarters ended
	October 2, 2010	October 2, 2010
	$	$

Revenues	-	82,859

Earnings from discontinued operations before taxes	-	879
Provision for income taxes	-	265
Earnings from discontinued operations	-	614

The assets sold in the CFD Transaction were part of the former Distribution Group segment.

On August 31, 2010, the Company completed a transaction to sell its ownership interest in SunOpta BioProcess Inc. (“SBI” or the “SBI Transaction”) to Mascoma Canada Inc., a wholly-owned subsidiary of Mascoma Corporation (“Mascoma”). As consideration for selling all the outstanding common shares of SBI, the Company received non-cash consideration through a combination of preferred and common shares, as well as warrants, valued at $50,925. The non-cash consideration includes 11,268,868 series D preferred shares, 3,756,290 common shares and 1,000,000 warrants to purchase common shares of Mascoma. In conjunction with the sale, the Company settled the preferred share liability of SBI with the former SBI preferred shareholders, through the transfer of 4,688,000 of the series D preferred shares received. In addition, as a result of the change in control of SBI, the vesting of previously issued SBI stock options were accelerated, and the 800,000 restricted stock units (“RSU”) were settled in cash at a value of $4.49 per RSU. The fair value of consideration received, net of the settlement to the former SBI preferred shareholders, resulted in a $33,345 investment in Mascoma, which is presented as a non-current asset on the Company's balance sheet. The investment in Mascoma is accounted for under the cost method of accounting, based on the 19.61% voting interest the Company originally received in Mascoma, and the inability of the Company to exert significant influence over the operations of Mascoma. At October 1, 2011, the Company's voting position in Mascoma was 19.13%.

On August 3, 2011, the Company purchased a $500 convertible subordinated note issued by Mascoma. The note earns 8% interest over a five year period, and is convertible into common shares of Mascoma upon an initial public offering, or qualified external financing received by Mascoma.


Net fair value assigned to non-cash consideration applicable to SunOpta Inc.		$33,345
Transaction and related costs		(3,478)
Net liabilities sold		11,128
Release of additional paid in capital recorded from accelerated vesting of stock options
	related to SBI	11,025
Pre-tax gain on sale		$52,020
Provision for income taxes		(2,153)
Gain on sale of discontinued operations		$49,867

The operating results of SBI for the quarter and three quarters ended October 2, 2010, which are included within loss from discontinued operations, net of income taxes, on the consolidated statement of operations, were as follows:

	Quarter ended	Three quarters ended
	October 2, 2010	October 2, 2010
	$	$

Revenues	1,329	4,005

Loss from discontinued operations before income taxes	(15,415)	(15,183)
Provision for income taxes	-	-
Loss from discontinued operations	(15,415)	(15,183)

The business sold was part of the former SunOpta BioProcess segment.