1.

Basis of presentation and new accounting pronouncements

The interim condensed consolidated financial statements of SunOpta Inc. (the "Company") have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and in accordance with accounting principles generally accepted in the United States. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included and all such adjustments are of a normal, recurring nature. Operating results for the nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2008. For further information, see the Company's consolidated financial statements, and notes thereto, included in the Annual Report on Form 10-K for the year ended December 31, 2007.

The interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and have been prepared on a basis consistent with the financial statements for the year ended December 31, 2007. As a result of the acquisition of The Organic Corporation ("TOC"), the Company acquired a 65% interest in Trabocca B.V. which has been consolidated and the non-controlling interest recorded for the ownership interest not acquired. All significant intercompany accounts and transactions have been eliminated on consolidation.

On July 22, 2008, the Company filed amended quarterly condensed consolidated financial statements on Form 10-Q/A restating the previously issued Form 10-Q for the period ended September 30, 2007. The comparative balances in this Form 10-Q represent the restated balances for the nine months ended September 30, 2007 as filed on Form 10-Q/A on July 22, 2008.

In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 157, "Fair Value Measures" ("SFAS No. 157"). SFAS No. 157 defines fair value, establishes a framework for measuring fair value, and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements that are already required or permitted by other accounting standards, except for measurements of share-based payments and measurements that are similar to, but not intended to be, fair value, and does not change existing guidance as to whether or not an instrument is carried at fair value. The provisions of SFAS No. 157 are effective for the specified fair value measures for financial statements issued for years beginning after November 15, 2007. As permitted by FASB Staff Position No. FAS 157-2, "Effective Date of FASB Statement No. 157", the Company elected to defer the adoption of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. Refer to note 16 for disclosures impacting the Company's consolidated financial statements as a result of adopting SFAS No. 157.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Liabilities" ("SFAS No. 159"). SFAS No. 159 allows companies to voluntarily choose, at specific election dates, to measure certain financial assets and liabilities, as well as certain non-financial instruments that are similar to financial instruments, at the fair value (the "fair value option"). The election is made on an instrument-by-instrument basis and is irrevocable. If the fair vale option is elected for an instrument, SFAS No. 159 specifies that all subsequent changes in fair value for that instrument be reported in income. The provisions of SFAS No. 159 are effective for fiscal years beginning after November 15, 2007. The adoption of SFAS No. 159 did not have a material impact on the Company's consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations." This statement significantly changes the financial accounting and reporting of business combination transactions. The provisions of this statement are to be applied prospectively to business combination transactions in the first annual reporting period beginning on or after December 15, 2008. The Company expects this to have an impact on its accounting for future business combinations once adopted but the effect is dependent upon acquisitions made in the future.

1.

Basis of presentation and new accounting pronouncements continued

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51" ("SFAS No. 160"). SFAS 160 establishes accounting and reporting standards for noncontrolling interests in subsidiaries. This statement requires the reporting of all noncontrolling interests as a separate component of stockholders' equity, the reporting of consolidated net income (loss) as the amount attributable to both the parent and the noncontrolling interests and the separate disclosure of net income (loss) attributable to the parent and to the noncontrolling interests. In addition, this statement provides accounting and reporting guidance related to changes in noncontrolling ownership interests. Other than the reporting requirements described above which require retrospective application, the provisions of SFAS 160 are to be applied prospectively in the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statements No. 133" ("SFAS No. 161"). SFAS No. 161 enhances disclosures about the Company's derivative and hedging activities and thereby improves the transparency of financial reporting. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the potential impact, if any, that the adoption of SFAS No. 161 will have on its consolidated financial statements.

In April 2008, the FASB issued FSP 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, "Goodwill and Other Intangible Assets". FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 162"). SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS No. 162 will be effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles". The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

During the nine months ended September 30, 2008, the Company completed two acquisitions. These acquisitions have been accounted for using the purchase method and the condensed consolidated financial statements include the results of operations for this business from the date of acquisition. The following represents the preliminary purchase price allocations:

On April 2, 2008, the Company acquired 100% of the outstanding common shares of The Organic Corporation B.V., operating as Tradin Organic Agriculture B.V. ("TOC") for total consideration of €11,361 (U.S - $17,744), including acquisition costs of €404 (U.S - $631). At closing, the Company paid €6,000 (U.S - $9,371) in cash and concurrently received €3,000 (U.S – $4,685) by way of subordinated debt payable to the former shareholders. A promissory note for €1,000 (U.S - $1,562) was also issued bearing interest at 7.0%. Both the subordinated debt and promissory note are payable March 31, 2010 (note 7(f)). Additional consideration payable on March 31, 2010 will be the greater of €8,000 (U.S - $12,494) or 2.5 times 2009 EBITDA (as defined in the purchase and sale agreement). At a minimum, the Company is obliged to pay €8,000 in March 2010 if pre-determined earnings targets for fiscal 2009 are met. If the predetermined earnings target is not met the payment of €8,000 will be made in 2011. Due to its non-contingent nature, the present value of the deferred consideration has been included in the total consideration. The €8,000 is payable in cash of €6,000 and €2,000 worth of common shares to be issued from treasury in either 2010 or 2011. The shares to be issued as part of the deferred consideration are not contingently issuable; accordingly they are included in the calculation of diluted earnings per share (note 5). Amounts payable in excess of €8,000 are contingent on the achievement of earnings targets and have not been included in the total consideration. Any payment in excess of €8,000 will be recorded when the amount can be reasonably determined and would result in an increase in the goodwill related to this acquisition.

2.

Business acquisitions continued

The intangible assets, consisting of customer relationships, customer order backlog and non-compete agreements, acquired in this acquisition are not deductible for income tax purposes and are being amortized over their estimated useful lives between one and twelve years. The Company is in the process of performing detailed assessments of the assets and liabilities acquired including obtaining third party valuation reports to support the fair values assigned to certain of the net assets acquired. As a result, the actual amounts allocated to each of the identified assets and assumed liabilities could vary from the preliminary amounts and the differences could be significant. The purchase price allocation is expected to be completed by December 31, 2008. Goodwill acquired in this acquisition is not deductible for tax purposes.

Headquartered in Amsterdam, the Netherlands, TOC is a provider of globally sourced organic food ingredients and a key supplier of a wide variety of organic products including frozen fruits and vegetables, dried fruits, coffee, cocoa, cereals, rice, soy, beans and more. This acquisition has been consolidated since its April 2, 2008 acquisition date and is included in the SunOpta International Sourcing and Trading segment.

On July 9, 2008, Opta Minerals Inc. (a subsidiary of the Company) acquired 67% of the outstanding common shares of MCP Mg-Serbien SAS ("MCP") of France for total consideration of $471, including acquisition costs of $152. The intangible assets consist of a lease option acquired which is not deductible for tax purposes. The Company is in the process of performing detailed assessments of the assets and liabilities acquired including obtaining third party valuation reports to support the fair values assigned to certain of the net assets acquired. As a result, the actual amounts allocated to each of the identified assets and assumed liabilities could vary from the preliminary amounts and the differences could be significant. The purchase price allocation is expected to be completed by December 31, 2008. Goodwill acquired in this acquisition is not deductible for tax purposes.

MCP operates a production facility in Romans-sur-Isere, France, producing and selling ground magnesium products. This acquisition has been consolidated since its July 9, 2008 acquisition date, and is included in the Opta Minerals segment.

3.

Inventories

(a)

In the nine months ended September 30, 2008, employees and directors exercised 65,580 (September 30, 2007 – 393,625) common share options and an equal number of common shares were issued for net proceeds of $264 (September 30, 2007 - $2,404).

(b)

In the nine months ended September 30, 2008, 114,764 (September 30, 2007 –59,799) common shares were issued for net proceeds of $540 (September 30, 2007 - $593) as part of the Company's employee stock purchase plan.

(c)

In the nine months ended September 30, 2008, 133,000 (September 30, 2007 – 494,000) options were granted to employees at prices ranging from $5.12 - $13.35 (September 30, 2007 prices ranging from $10.86 - $12.36). The fair value of the options granted was $511 (September 30, 2007 – $2,601). The estimates used in the Black-Scholes option-pricing model for the options granted in 2008 were a dividend yield of 0% (2007 – 0%), an expected volatility of 59.3% (2007 - 53.5%), a risk-free interest rate of 4% (2007 - 4%), a forfeiture rate of 15% (2007 - 15%) and an expected life of six years (2007 – five to six years). The options granted in 2008 expire in 2014, and vest equally over a five year period ending 2013.

(d)

In the nine months ended September 30, 2008, the Company recognized stock-based compensation of $764 (September 30, 2007 - $1,034) related to the Company's stock option plans, including the plan within Opta Minerals Inc.

(e)

As per an employment contract, the Company's Chief Executive Officer received an award of 10,000 common shares of the Company's stock in the first quarter of 2007. One-quarter of the total award was granted on February 8, 2007, with the remaining three-quarters of the award to be issued in equal instalments on the anniversary through February 8, 2010. As a result, 2,500 common shares were issued from treasury in the first quarter of 2007. Due to the delay in filing the first quarter 2008 financial statements on Form 10-Q, the 2,500 common shares scheduled to be issued February 8, 2008 were awarded on August 9, 2008.

The calculation of basic earnings per share is based on the weighted average number of shares outstanding. Diluted earnings per share reflect the dilutive effect of the exercise of warrants and options. The number of shares for the diluted earnings per share was calculated as follows:

Options to purchase 1,216,500 and 1,161,500 common shares in the three and nine months ended September 30, 2008 (September 30, 2007 – nil and 244,000) have been excluded from the calculations of diluted earnings per share due to their anti-dilutive effect.

The Company has certain financial covenants that are calculated quarterly and annually. See note 7 for discussion of the Company's compliance with respect to these financial covenants.

6.

Bank indebtedness continued

(a)

Canadian Line of Credit Facility:

The Company has a Canadian line of credit of Cdn $25,000 (U.S. - $23,492). As of September 30, 2008, $3,801 (2007 - $15,182) of this facility was utilized, including $nil (2007 - $50) committed through letters of credit. Interest on borrowings under this facility accrues at the borrower's option based on various reference rates including Canadian or U.S. bank prime, or Canadian bankers' acceptances, plus a margin based on certain financial ratios. At September 30, 2008, the interest rate on this facility was 6.75%, calculated as Canadian prime plus a premium of 2.75%. The maximum availability of this line is based on a borrowing base which includes certain accounts receivables and inventories of the Company's Canadian business as defined in the Credit Agreement. At September 30, 2008, the borrowing base supported draws to the maximum line of credit.

(b)

U.S. Line of Credit Facility:

The Company has a U.S. line of credit of $60,000. As at September 30, 2008, $40,033 (2007 - $37,685) of this facility was utilized, including $33 (2007 - $33) committed through letters of credit. Interest on borrowings under this facility accrues at the borrower's option based on various reference rates including U.S. bank prime, or U.S. LIBOR, plus a margin based on certain financial ratios. At September 30, 2008, the weighted average interest rate on this facility was 8.01%, based on U.S. prime plus 2.75% or U.S. LIBOR loans plus a premium of 4.25%. The maximum availability of this line is based on the borrowing base which includes certain accounts receivables and inventories of the Company's U.S. business as defined in the Credit Agreement. At September 30, 2008, the borrowing base supported draws to the maximum line of credit.

The Canadian and U.S. line of credit facilities are subject to annual extensions, and were extended on July 14, 2008 until June 29, 2009.

The above facilities and long-term loans (note 7) are collateralized by a first priority security against substantially all of the Company's assets in both Canada and the United States, excluding the assets of Opta Minerals, SunOpta BioProcess and TOC.

(c)

Opta Minerals Canadian Line of Credit Facility:

Opta Minerals has a line of credit facility of Cdn $15,000 (U.S. - $14,095) which was increased from Cdn $12,500 (U.S. - $11,746) in the third quarter of 2008. At September 30, 2008, $12,169 (2007 - $6,995) of this facility has been utilized, including letters of credit in the amount of $966 (2007 - $998). Interest on borrowings under this facility accrues at the borrower's option based on various reference rates including prime, U.S. dollar base rate, bankers' acceptances or LIBOR plus a margin based on certain financial ratios of the Company. At September 30, 2008, the interest rate on this facility was 5.49%.

Opta Minerals' line of credit facility, along with its unused portion of the revolving acquisition facility (note 7(e)), is subject to annual extensions, and were extended on July 17, 2008 to June 30, 2009.

(d)

TOC Line of Credit Facilities:

TOC has a line of credit facility of €30,000 (US - $44,769). At September 30, 2008, €23,762 (US - $33,457) of this facility had been utilized. Interest on borrowings under this facility accrues at the borrower's option based on various reference rates including U.S. LIBOR, Euro LIBOR plus a premium 1.25%. At September 30, 2008, the weighted average interest rate on this facility was 6.87%. The maximum availability of this line is based on a borrowing base which includes certain accounts receivables and inventories of TOC and its subsidiaries. At September 30, 2008, the borrowing base supported draws to €27,061 (U.S. - $38,102).

6.

Bank indebtedness continued

A Chinese subsidiary of TOC has a line of credit facility denominated in Chinese Renminbi ("RMB"). During the third quarter of 2008, the availability of drawings was reduced from RMB 29,000 (U.S. - $4,236) to RMB 11,000 (U.S. - $1,607). At September 30, 2008, RMB 11,000 (US - $1,581) of this facility had been utilized. Interest on borrowings under this facility accrues at the borrower's option calculated as 110% of the interest rate issued by the People's Bank of China. At September 30, 2008, the interest rate on this facility was 8.22%.

7.

Long-term debt

Details of the Company's long-term debt are as follows:

(a)

Term Loan Facility:

The term loan facility balance at September 30, 2008 was $45,000 (2007 - $45,000). The entire loan principal is due December 20, 2010, and at that time is renewable at the option of the lender and the Company. Interest on the term loan facility is payable at a fixed rate of 6.44% plus a margin of up to 250 basis points based on certain financial ratios of the Company. At September 30, 2008, the interest rate was 8.94%.

(b)

Non-revolving Acquisition Facility:

The non-revolving acquisition facility balance at September 30, 2008 was $6,600 (2007 - $7,500). Minimum quarterly repayment amounts in 2008 and 2009 are $300, with any remaining outstanding principal balance due in May, 2010. At September 30, 2008, the interest rate on this facility was 8.01%, calculated as LIBOR plus a premium of 4.25%.

7.

Long term debt continued

(c)

Revolving Acquisition Facility:

The revolving acquisition facility balance at September 30, 2008 was $16,575 (2007 - $9,500). Principal payments on this facility are payable quarterly equal to the greater of (a) 1/20 of the initial drawdown amount of the facility, or (b) 1/20 of the outstanding principal amount as of the date of the last draw. At September 30, 2008, the interest rate on this facility was 8.01%, calculated as LIBOR plus a premium of 4.25%. The Company borrowed $10,000 on the revolving acquisition facility at the end of the first quarter in advance of closing the acquisition of TOC (see note 2).

The above term loan facility, non-revolving acquisition facility, revolving acquisition facility and the U.S. line of credit facility (note 6(b)), are collateralized by a first priority security against substantially all of the Company's assets in Canada, the United States and Mexico excluding the assets of Opta Minerals, SunOpta BioProcess and TOC.

(d)

Opta Minerals Term Loan Facility

The term loan facility has a maximum available borrowing amount of Cdn $12,500 (U.S. - $11,746). This facility matures on July 30, 2012, is renewable at the option of the lender and Opta Minerals, and has quarterly principal repayments of Cdn $312 (U.S. - $293). The outstanding balance on the term loan facility at September 30, 2008 was Cdn $11,250 (U.S. - $10,571) and was fully drawn at December 31, 2007. At September 30, 2008, the weighted average interest rate on this facility was 5.71%.

(e)

Opta Minerals Revolving Acquisition Facility

The revolving acquisition facility has a maximum available borrowing amount of Cdn $20,000 (U.S. - $18,793) to finance future acquisitions and capital expenditures. Principal is payable quarterly equal to 1/40 of the drawdown amount. Any remaining outstanding principal under this facility is due upon maturity. The outstanding balance on the revolving acquisition facility at September 30, 2008 was Cdn $13,577 (U.S. - $12,758) (2007 - Cdn $10,390 (U.S. - $10,481)). At September 30, 2008, the weighted average interest rate on this facility was 5.18%.

The unused portion of the term loan facility is subject to an annual extension and was extended on July 17, 2008 to June 30, 2009. The credit facilities described above are collateralized by a first priority security against substantially all of the Opta Minerals assets in both Canada and the United States.

Opta Minerals entered into a cash flow hedge in 2007. The cash flow hedge entered into exchanged a notional amount of Cdn $17,200 (U.S. - $16,868) from a floating rate to a fixed rate of 5.25% from August 2008 to August 2012. The estimated fair value of the interest rate swap at September 30, 2008 was a loss of $1,156 (December 31, 2007 – loss of $539). The incremental loss in fair value, net of income taxes of $181, has been recorded in other comprehensive loss (income) for the period.

(f)

Subordinated debt to former shareholders of TOC:

In conjunction with the acquisition of The Organic Corporation on April 2, 2008, its former shareholders provided a subordinated loan to TOC in the amount of €3,000 (U.S. - $4,223). The loan bears interest at 7% payable to the former shareholders on a semi-annual basis. The subordinated loan, as well as €453 (U.S. - $661) previously loaned to TOC, is repayable in full on March 31, 2010. Additionally, a related party to the former shareholders holds a demand loan with TOC in the amount of €500 (U.S. - $704) which bears interest at 7.0% payable on a quarterly basis.

7.

Long-term debt continued

(g)

Promissory Notes:

Promissory notes consist of notes issued to former shareholders as a result of business acquisitions bearing a weighted average interest rate of 6.4% (2007 – 5.5%), unsecured, due in varying installments through 2012 with principal repayments of $3,317 due in the next 12 months. As a result of the acquisition of TOC, the Company issued €6,218 (U.S. - $9,060) of promissory notes due March 31, 2010 with an interest rate of 7%.

(h)

Term Loans Payable:

Term loans payable bear a weighted average interest rate of 4.7% (2007 – 4.5%) due in varying installments through 2010 with principal payments of $223 due in the next 12 months.

(i)

Capital Lease Obligations:

Capital lease obligations due in monthly payments, with a weighted average interest rate of 6.9% (2007 – 6.5%).

As part of its lending agreements, the Company is required to maintain compliance with certain financial covenants. As a result of the adjustments and provisions recorded in the SunOpta Fruit Group in 2007, the Company was not in compliance with these covenants at March 31, 2008 and December 31, 2007. The Company received a permanent waiver to these covenants which allowed the Company to be in compliance at March 31, 2008 and December 31, 2007. The Company was not required to recalculate the covenants for previous periods based on restated quarterly financial statements. In addition, the Company has negotiated amended financial covenants for June 30, 2008, September 30, 2008, December 31, 2008 and March 31, 2009. As a result of the Company's expectation of compliance with these amended covenants, the term loan of $45,000 and the non-current portion and revolving acquisition facilities totaling $18,075 continue to be classified as non-current. Should the Company fail to comply with any one of these or other covenants the lenders would have the option to accelerate repayment of these outstanding balances or enforce their security rights against the Company, which would result in these amounts being reclassified to current liabilities.

At September 30, 2008, the Company was in compliance with its amended financial covenants.

8.

Supplemental cash flow information

(a)

Subsequent to the Company's press release on January 24, 2008, in which it downgraded previously issued earnings expectations and announced the restatement of prior quarterly financial statements due to a significant write-down and other adjustments, the Company and certain officers (one of whom is a director) and a former director were named as defendants in several proposed class action lawsuits in the United States. These lawsuits were filed in the United States District Court for the Southern District of New York on behalf of shareholders who acquired securities of the Company between May 8, 2007 and January 25, 2008. The lawsuits allege, among other things, violations of United States federal securities laws, misrepresentations and insider trading. These lawsuits are in a preliminary phase and are expected to be consolidated in one class action with a lead plaintiff. Similarly, a proposed class action lawsuit has also been filed in Canada in the Ontario Superior Court of Justice on behalf of shareholders who acquired securities of the Company between May 8, 2007 and January 25, 2008 against the Company and certain officers (one of whom is a director), alleging misrepresentation and proposing to seek leave from the Ontario court to bring statutory misrepresentation civil liability claims under Ontario's Securities Act. On August 29, 2008, the Company's Canadian counsel was served with an amendment to the Statement of Claim with new allegations against the existing defendants as well as a Notice of Motion seeking to add all of the Company's directors, a former director and a former officer as defendants, among other things. The Canadian Action claims damages of Cdn $100,000 plus punitive damages of Cdn $10,000 and other monetary relief. This action is also in its preliminary phase and, pursuant to the Notice of Motion referenced above is seeking certification. Management intends to vigorously defend these actions. These claims and possible claims are at an early stage and it is not possible to determine the probability of liability, if any, or estimate the loss, if any, that might arise from these lawsuits. Accordingly, no accrual has been made at this time for these contingencies.

(b)

SunOpta Bioprocess announced suit on January 17, 2008 against Abengoa New Technologies Inc. ("Abengoa") and a former employee of SunOpta Inc. for theft of trade secrets, breach of contract, tortious interference with contract and civil conspiracy, along with motions for expedited discovery and a preliminary injunction. Abengoa has filed a counterclaim alleging breach of contract, misappropriation of trade secrets and other contractual violations. The United States District Court, Eastern District of Missouri, recently referred the core claims to arbitration and stayed the rest pending outcome of the arbitration. While management is confident in its position, the outcome of this matter cannot be predicted at this time.

In January 2008, a customer of the Company, Abener Energia S.A. (an affiliate of Abengoa), terminated a contract for the delivery of equipment and related services, forcing the matter into arbitration under the contract's provisions. Both parties have alleged violations under the contract. Arbitration proceedings on this matter have been completed and a decision is not expected before December 1, 2008. The outcome of this arbitration cannot be predicted at this time.

(c)

In addition, various claims and potential claims arising in the normal course of business are pending against the Company. The amount of potential liability arising from these claims, if any, to the Company is not determinable. Management believes the final determination of these claims or potential claims will not materially affect the financial position or results of the Company.

Foreign exchange

The Company enters into Canadian dollar, U.S. dollar and Euro forward foreign exchange contracts to reduce its exposure to fluctuations in foreign currency exchange rates. Open forward foreign exchange contracts with notional values of €5,000 and $5,000 at September 30, 2008 were marked-to-market (since they do not qualify as hedges for accounting purposes), resulting in a loss of $44 (2007 - $nil) in the three and nine month periods ended September 30, 2008 which is included in foreign exchange on the Condensed Consolidated Statements of Earnings and Comprehensive Income.

During the third quarter of 2008 the Company entered into a number of Canadian dollar and Euro forward contracts which, with the exception of the open forward contracts noted above, were subsequently closed as a result of entering offsetting positions in the forward currency market. Due to the volatility of exchange rates in these currencies the Company realized a gain of $1,746 (2007 - $nil) in the three months ended September 30, 2008 and $3,346 (2007 - $nil) in the nine months ended September 30, 2008 which has been included in foreign exchange on the Condensed Consolidated Statement of Earnings and Comprehensive Income. Of this gain, $1,085 was settled subsequent to September 30, 2008 relating to forward positions that were closed as at September 30, 2008. The notional value of closed forward contracts to sell Canadian dollars at September 30, 2008 was $120,360 which was offset by a notional value of forward contracts to buy Canadian dollars of $120,360, with an average contract value of approximately $4,000. The notional value of closed forward contracts to buy Euro at September 30, 2008 was €45,500 which was offset by a notional value of forward contracts to sell Euro of €45,500, with an average contract value of approximately €2,000.

Condensed pro-forma income statement, as if all acquisitions completed in 2008 and 2007 had occurred at the beginning of 2007 is included in the table below.

The Company operates in three industries divided into eight operating segments as follows:

(a) SunOpta Food Group (Food Group) processes, packages, markets and distributes a wide range of natural, organic, kosher and specialty food products and ingredients with a focus on soy, corn, sunflower, fruit, fiber and other natural and organic food and natural health products. There are five segments in the Food Group:

i)

SunOpta Grains and Foods Group (Grains and Foods Group) is focused on vertically integrated sourcing, processing, packaging and marketing of grains and grain-based ingredients and packaged products;

ii)

SunOpta Ingredients Group (Ingredients Group) works closely with its customers to identify product formulation, cost and productivity opportunities, and focuses on transforming raw materials into value-added food ingredient solutions, with a focus on insoluble oat and soy fiber products;

iii)

SunOpta Berry Operations and Other (Berry Operations) – consists of (i) berry processing and fruit base operations processing and packaging natural and organic frozen strawberries, peaches, mangos and other fruits and vegetables for the food service, private label retail and industrial ingredient markets, and (ii) healthy fruit snack operations, which produce natural and organic apple-based fruit snacks.

iv)

SunOpta International Sourcing and Trading Group (IST Group) – sources raw material ingredients, as well as trades organic commodities. In addition, it provides organic food solutions to major global food manufacturers, distributors and supermarket chains with a variety of industrial and private label retail products.

v)

SunOpta Distribution Group (Distribution Group) represents the final layer of the Company's vertically integrated natural and organic foods business model. This group operates a national natural, organic and specialty foods and health and beauty aids, vitamins, supplements and neutraceutical distribution network in Canada.

(b) Opta Minerals processes, sells and distributes silica-free loose abrasives, roofing granules, industrial minerals specialty sands, and recycles inorganic materials for the foundry, steel, roofing shingles and bridge- and ship-cleaning industries.

(c) SunOpta BioProcess provides a wide range of research and development and engineering services and owns numerous patents on its proprietary steam explosion technology. It designs and subcontracts the manufacture of these systems, which are used for processing biomass for use in the biofuel, paper, and food industries.

(d) Corporate Services provide a variety of management, financial, information technology, treasury and administration roles to the operating segments from the head offices in Ontario, Canada.

The Company's assets, operations and employees are principally located in Canada, the United States, Mexico, Europe and China. Revenues from external countries are allocated to the United States, Canada and Other External Markets based on the location of the customer. Other expense, net, interest expense, net, provision of income taxes and minority interest are not allocated to the segments.

Effective January 1, 2008, two divisions previously included within the SunOpta Ingredients Group have been transferred, one to the SunOpta Grains and Foods Group and the other to the SunOpta Distribution Group. The segmented information for the comparative three and nine month periods ended September 30, 2007 has been updated to reflect the current period's segment presentation.

Effective July 1, 2008, the Company allocated the former SunOpta Fruit Group into two segments: SunOpta Berry Operations and SunOpta International Sourcing and Trading. These segments reflect how the Company manages the business, and distinguishes between the processing of fresh fruit and vegetables primarily in Southern United States and Mexico, and the sourcing and processing of organic products from outside North America. The segmented information for the comparative three and nine month periods ended September 30, 2007 has been updated to reflect the current period's segmented presentation.

Also effective July 1, 2008, the Company allocated the former SunOpta BioProcess and Corporate Group into two segments: SunOpta BioProcess and Corporate Services. In previous periods, the Company had combined these two segments, as the revenues of SunOpta BioProcess were less than 1% of consolidated revenues.

The SunOpta Food Group has the following segmented reporting:

The SunOpta Food Group has the following segmented reporting:

The SunOpta Food Group has the following segmented reporting: