Bartlett Grain Company Completes Acquisition of Ceres Global Ag Corp.
In connection with the closing of the Transaction, it is expected that the Shares will be delisted from the Toronto Stock Exchange (the " TSX") at the close of trading on July 8, 2025 and that the Corporation will promptly apply for an order to cease to be a reporting issuer in each of the applicable jurisdictions in Canada.
Early Warning Reporting
Pursuant to the Transaction, the Purchaser acquired 31,153,154 Shares, representing all of the issued and outstanding Shares, for a price of US$4.50 per Share, or US$140,189,193.00 in the aggregate. Prior to the Transaction, the Purchaser and its affiliates did not own any Shares.
An early warning report will be filed in accordance with applicable securities laws and will be made available on Ceres' profile on SEDAR+ at www.sedarplus.ca. In order to obtain a copy of the early warning report, please contact Benjamin Bates at: 801-944-6528.
About Ceres Global Ag Corp.
Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high–quality agricultural commodities, value–added products and raw materials. Leveraging its network of commodity logistics centers and team of industry experts, Ceres connects farmers to customers around the world.
Ceres is headquartered in Golden Valley, Minnesota, and together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba, and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The Corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels.
Ceres has a 50% interest in Savage Riverport, LLC (a joint venture with Consolidated Grain and Barge Co.), a 50% interest in Berthold Farmers Elevator, LLC (a joint venture with The Berthold Farmers Elevator Company), a 50% interest in Farmers Grain, LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6% interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.), and a 25% interest in Stewart Southern Railway Inc. (a short–line railway located in southeast Saskatchewan with a range of 130 kilometers).
For more information about Ceres, please visit www.ceresglobalagcorp.com.
About Bartlett, a Savage Company
Established in 1907, Bartlett joined the Savage family of companies in 2018. Its diverse agribusiness is focused on the acquisition, storage, transportation, processing and merchandising of grain. Savage is a private company based in Midvale, Utah. With more than 4,200 team members in nearly 200 locations across the U.S., Canada, Mexico and Saudi Arabia, our companies are integral to the global supply chain, helping our customers and partners feed the world and power our lives.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Forward-looking information may include, but is not limited to, statements regarding the delisting of the Shares from the TSX and the Corporation applying for an order to cease to be a reporting issuer in each of the applicable jurisdictions in Canada. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", "may have implications" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Key assumptions upon which such forward-looking information is based are listed in the "Key Assumptions & Advisories" section of the MD&A for the period ended March 31, 2025. Many such assumptions are based on factors and events that are not within the control of Ceres and there is no assurance they will prove to be correct. The risks and uncertainties the forward looking information is subject to include, but are not limited to, the risk factors described in greater detail under "Risk Factors" of the management information circular relating to the special meeting of shareholders of the Corporation with respect to the Transaction filed on SEDAR+. These risks and uncertainties further include (but are not limited to) the possibility that the Shares will not be delisted from the TSX within the timing currently contemplated, the possibility that the Shares may not be delisted at all, due to failure to satisfy, in a timely manner or otherwise, conditions necessary for the delisting of the Shares or for other reasons, and that the Corporation's application for an order to cease to be a reporting issuer in each of the applicable jurisdictions in Canada may not be accepted or may be delayed.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Ceres to successfully implement strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Corporation's assets, the availability and price of commodities and regulatory environment, processes and decisions. Although Ceres has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results that are not anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Ceres undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
SOURCE Ceres Global Ag Corp.
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