CERES GLOBAL AG CORP. ANNOUNCES RESULTS FOR THE FISCAL QUARTER AND NINE-MONTH PERIOD ENDED DECEMBER 31, 2010

TORONTO, Feb. 8 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the "Company") is announcing its results for the three-month and nine-month periods ended December 30, 2010.

This was the second full quarter of operations of Riverland Ag Corp., which Ceres acquired during the first quarter on June 11, 2010. Riverland Ag is an agricultural grain supply ingredient company that owns and operates fourteen storage and handling facilities in the states of Minnesota, North Dakota, Wyoming, New York and the province of Ontario. The acquisition of Riverland Ag transformed Ceres from a passive investor in marketable securities to an operating company. During the quarter, Riverland Ag integrated the grain elevator and seed plant acquired in Wyoming on September 30, 2010, and completed the expansion of its Shakopee, Minnesota facility.

During the third quarter, the Company slowed its liquidation of marketable securities as sufficient cash had been accumulated to support immediate growth. As at December 31, 2010, the Company had cash (excluding cash at Riverland Ag) of $38.9M and a net portfolio investment position (valued at fair value) of $21.4M. Moving forward, Ceres will opportunistically transition the remaining public equity investments toward cash.

The financial results for the quarter and nine-month period ended December 31, 2010, as discussed in the following paragraphs, include both portfolio investment results and operating results for Riverland Ag from June 12, 2010 to December 31, 2010. Unless noted otherwise, all amounts are in Canadian dollars.

Riverland Ag
During the quarter ended December 31, 2010, Riverland Ag recorded revenues, gross profit, earnings before interest, taxes, depreciation and amortization ("EBITDA") and operating earnings ("EBIT") of $39.5M, $5.4M, $4.4M and $3.9M respectively. For the 203-day period since the acquisition on June 11, 2010, revenues, gross profit, EBITDA and EBIT were $111.6M, $13.1M, $10.9M and $9.8M respectively. Earnings were down from the prior quarter primarily as a result of lower capacity and a narrowing of the Contango term structure in the oat market, which reduced carrying charges attributed to Riverland Ag for the quarter.

In order to position the business for future growth, a key development during the quarter was the replacement of the previous revolving line of credit facility with a longer-term agreement for a larger facility amount. The annual revolver facility that was part of the Riverland Ag business on closing provided for a $25M USD committed line and a $25M USD uncommitted line. During this quarter, that facility was replaced with a new two-year revolver facility whereby the committed line was increased to $115M USD, which was syndicated to bring in two additional lenders. Subsequent to this quarter-end, Riverland Ag also added a new $10M USD term debt facility. Consequently, with the new credit facilities in place, Riverland Ag has sufficient liquidity to address rising grain prices as well as pursue acquisition targets in the commercial grain storage industry.

Moving forward, Riverland Ag will continue to pursue the potential acquisition of new facilities and the expansion of its existing facilities.

Investment Revenues and Gross Profit
For the nine-month period ended December 31, 2010, investment revenues totalled $414,864 (nine-month period ended December 31, 2009: $2,817,039). For the quarter ended December 31, 2010, investment revenues totalled $28,844 (quarter ended December 31, 2009: $1,235,665). Together with the Riverland Ag's gross profit, total gross profit and investment revenue for the nine-month period ended December 31, 2010 was $13,513,581 (nine-month period ended December 31, 2009: $2,817,039), of which $5,420,258 was earned during the quarter ended December 31, 2010 (quarter ended December 31, 2009: $1,235,665).

Expenses
For the nine-month period ended December 31, 2010, operating expenses totalled $10,635,702 (nine-month period ended December 31, 2009: $3,354,622), as follows:

      Riverland Ag     Ceres     Consolidated     Ceres
          From June 12, 2010     9 months     9 months     9 months
          to     ended     ended     ended
          Dec. 31, 2010     Dec. 31, 2010     Dec. 31, 2010     Dec. 31, 2009
                             
Total operating expenses, 9 months   $ 5,983,671   $ 4,652,031   $ 10,635,702   $ 3,354,622

Included in Ceres' operating expenses for the nine-month period ended December 31, 2010 are portfolio transaction costs totalling approximately $1.1 million recognized in the accounts in Q2, which are related to the acquisition of Riverland Ag during Q1.

For the quarter ended December 31, 2010, operating expenses totalled $4,187,086 (quarter ended December 31, 2009: $1,228,869), as follows:

                    Riverland Ag       Ceres       Consolidated       Ceres
                     3 months         3 months        3 months       3 months
                    ended       ended       ended       ended
                    Dec. 31, 2010       Dec. 31, 2010       Dec. 31, 2010       Dec. 31, 2009
                                             
Total operating expenses, Q3                 $ 2,974,379     $ 1,212,707     $ 4,187,086     $ 1,228,869

Investment Gains and Losses
For the nine-month period ended December 31, 2010, aggregate realized and unrealized investment gains were $129,884 (nine-month period ended December 31, 2009: realized and unrealized investment gains totalled $28,606,904). For the quarter ended December 31, 2010, aggregate realized and unrealized investment gains were $4,387,522 (quarter ended December 31, 2009: realized and unrealized investment gains totalled $8,095,232). Agricultural equities continued to perform strongly in the third quarter, and Ceres benefited from that environment as it continued to sell investments to raise cash. Ceres will continue to liquidate the portfolio in order to build cash reserves for future investments opportunities in Riverland Ag or other operating companies.

Gain on Purchase of Riverland Ag
Riverland Ag was acquired for a cost below the fair value of its net identifiable assets. Under CICA Handbook Section 1582 (Business Combinations), Ceres is required to recognize "negative goodwill" arising on the acquisition as other income, subject to the assets of Riverland Ag meeting a fair value test. On a preliminary basis, a gain on the transaction of $20.3M USD ($21.2M CAD) was recorded, being the difference between the value of shareholders' equity of Riverland Ag as at the date of the acquisition of $88.2M USD and the cost of acquisition (as adjusted) of $67.9M USD.

Net Income for the Quarter and Earnings per Share
Consolidated net income for the nine-month period ended December 31, 2010 was $21,854,853 (nine-month period ended December 31, 2009: $28,069,321). Basic and fully diluted earnings per share for the nine-month period ended December 31, 2010 was $1.50 (nine-month period ended December 31, 2009: $2.20).

Consolidated net income for the quarter ended December 31, 2010 was $4,618,184 (quarter ended December 31, 2009: $8,102,028). Basic and fully diluted earnings per share for the quarter ended December 31, 2010 was $0.29 (quarter ended December 31, 2009: $0.65).

Investment Portfolio, Ceres
The following is a summary of the investment portfolio and cash held by Ceres as at December 31, 2010 and March 31, 2010:

      Fair Values         Fair Values
      as at         as at
      Dec. 31, 2010         March 31, 2010
                 
Portfolio investments owned (long)   $ 24,799,209       $ 118,691,712
Liability for investments sold short     (3,360,355)         (27,444,805)
Unearned premiums on written options     -         (537,694)
Net portfolio investments, at fair values   $ 21,438,854       $ 90,709,213
                 
Cash, Ceres   $ 38,898,823       $ 28,884,374

The decrease in the fair value of the net portfolio investments during the nine-month period ended December 31, 2010 reflects the liquidation of a portion of the portfolio to fund the cash portion of the consideration paid on the acquisition of Riverland Ag (approximately $50.8M USD after closing adjustments) as well as to support future investments.

Investment in a Company Subject to Significant Influence
On December 31, 2010, Ceres acquired a 25% equity interest in a Canadian private company, Stewart Southern Railway Inc., for a cost of approximately $1.7M.

Comments from Ceres' Chairman and CEO
"We are pleased with the second full quarter of operations of Riverland Ag," stated Gary Selke, Chairman and CEO of Ceres. Mr. Selke continued, "With the combination of the increased credit facilities along with approximately $60M of cash and marketable securities, the business is well positioned for future growth in the grain storage and specialty grain processing businesses."

History of Recent Net Asset Values per Common Share
As at December 31, 2010, the net asset value attributable to each outstanding Common Share and related Warrant was $10.50, compared to the values as at the following dates:

                        September 30, 2010:         $ 10.36
                        June 30, 2010:          $ 9.67
                        March 31, 2010:         $ 10.03
                        December 31, 2009:         $ 9.71
                        September 30, 2009:        $ 9.02
                        June 30, 2009:          $ 8.26

The net asset value as at December 31, 2010 represents an increase of 1.35% during the quarter, reflecting the realized and unrealized gains on the portfolio investments and the profit contribution made by Riverland Ag for the quarter.

Availability of Unaudited Interim Consolidated Financial Statements, and Interim Management Discussion and Analysis
The unaudited interim consolidated financial statements and management discussion and analysis for the nine months ended December 31, 2010 are available under the Corporation's profile on www.sedar.com

Recasting Sales and Cost of Sales for the Period Ended September 30, 2010
During the quarter ended September 30, 2010, the Corporation reported certain repurchase commitment transactions concerning Riverland Ag as sales and purchases, instead of borrowings and commodities inventory. As a result, sales and cost of sales for that quarter were overstated by the same amount. The recast of these figures has no effect on consolidated gross profit and consolidated net income for the three-month and six-month periods ended September 30, 2010, on basic and diluted earnings per share for those periods, on the consolidated balance sheet as at September 30, 2010 or on the statements of cash flows for the three-month and six-month periods ended September 30, 2010.

Reflecting the above, for the six-month period ended September 30, 2010, grain trading sales, net of discounts and allowances have been recast from $110.7M to $68.7M, and costs of sales have been recast from $106.3M to $64.3M. For the three-month period ended September 30, 2010, grain trading sales, net of discounts and allowances have been recast from $93.2M to $51.2M, and costs of sales have been recast from $89.6M to $47.6M.

CAUTIONARY STATEMENT AS TO NON-GAAP FINANCIAL MEASURES

In its MD&A and this press release, the Corporation has provided certain non-GAAP measures as supplementary information that Management believes would be useful to investors to explain its results from operations. These non-GAAP measures include EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) and EBIT (Earnings before Interest and Taxes).

EBITDA and EBIT are financial measures used by many investors to compare companies based on operating results, asset value and the ability to incur and service debt. These measures are used as the Corporation's net income alone, or that of the Riverland Ag operating segment, does not necessarily reflect the cash-generating potential of Riverland Ag or of Ceres on a consolidated basis. Management believes these measures are useful in evaluating performance and in making a decision as to whether to invest in the Corporation. However, EBITDA and EBIT are not recognized earnings measures under GAAP and do not have a standardized meaning as prescribed by GAAP. These measures are not intended to represent cash flows or results of operations in accordance with GAAP. Therefore, these measures may not be comparable to similar measures presented by other issuers. Investors are cautioned that EBITDA and EBIT should not be construed as an alternative to net income or loss determined in accordance with GAAP as an indicator of the Corporation's or a segment's performance or cash flows from operating, investing or financing activities and financing activities of liquidity and cash flows.


CERES GLOBAL AG CORP.
Summary Interim Consolidated Statements of Income and Retained Earnings (Deficit) 
For the three-month period and nine-month period ended December 31, 2010
(with comparative figures for the three-month period and nine-month period ended December 31, 2009)
(Unaudited)

                             
      3 months     9 months     3 months     9 months
      Dec. 31, 2010     Dec. 31, 2010     Dec. 31, 2009     Dec. 31, 2009
REVENUES                        
  Grain trading sales, net of discounts and allowances   $  36,275,344   $  105,003,872   $  -   $ -
  Storage and rental income     3,255,748     6,607,493     -     -
  Cost of grain trading sales     (34,139,678)     (98,512,648)        -     -
  Gross profit     5,391,414     13,098,717     -     -
  Dividend, interest and other revenues     28,844     414,864     1,235,665     2,817,039
TOTAL GROSS PROFIT AND INVESTMENT REVENUES     5,420,258     13,513,581     1,235,665     2,817,039
OPERATING EXPENSES     4,187,086     10,635,702     1,228,869     3,354,622
INCOME (LOSS) FROM OPERATIONS     1,233,172     2,877,879     6,796     (537,583)
Realized gain (loss) on sale of investments     2,478,198     (1,259,243)               4,067,647             3,675,955
Realized gain (loss) on currency hedging transactions     814,027     (521,134)     1,760,232     6,797,078
Realized and unrealized gain (loss) on foreign exchange     (651,809)     (374,686)     115,846     (1,048,358)
Change in unrealized appreciation of investments     1,747,106     2,284,947               2,151,507           19,182,229
Gain on purchase of subsidiaries       -     21,168,943     -     -
INCOME BEFORE PROVISION FOR INCOME TAXES     5,620,694     24,176,706     8,102,028     28,069,321
PROVISION FOR INCOME TAXES, CURRENT     1,002,510     2,321,853                             -                            -
NET INCOME FOR THE PERIOD       4,618,184     21,854,853     8,102,028     28,069,321
Retained earnings (deficit), beginning of period     413,703     (16,822,966)     (28,607,298)     (48,574,591)
RETAINED EARNINGS (DEFICIT),  END OF PERIOD   $ 5,031,887   $ 5,031,887   $ (20,505,270)   $ (20,505,270)
                         
EARNINGS PER SHARE                            
  Basic   $ 0.29   $ 1.50   $ 0.65   $ 2.20
  Fully diluted   $ 0.29   $ 1.50   $ 0.65   $ 2.20




CERES GLOBAL AG CORP. 
Summary Interim Consolidated Balance Sheets 
As at December 31, 2010 and March 31, 2010
(Unaudited)

                 
      Dec. 31, 2010       March 31, 2010
ASSETS                
Current                    
  Cash     $ 42,355,050     $ 28,884,374
  Portfolio investments owned, at fair value      24,799,209       118,691,712
  Unrealized gains on derivative contracts, at fair value     856,119       1,006,364
  Accounts receivable, trade     6,992,217       -
  Dividends, interest and other receivables, and due from brokers     12,656,748       8,584,765
  Inventories     163,355,106       -
  Income taxes recoverable     594,559       75,641
  Prepaid expenses     1,032,585       29,194
      252,641,593       157,272,050
Investment in companies subject to significant influence     3,775,910       -
Property, plant and equipment     55,307,677       -
Other long-term assets     1,628,112       -
TOTAL ASSETS   $ 313,353,292     $ 157,272,050
                   
LIABILITIES              
Current              
  Bank indebtedness   $ 70,159,040     $ -
  Accounts payable and accrued liabilities, management fees payable, due to broker and due to Manager     9,566,394       4,371,414
  Repurchase obligations     47,446,485       -
  Liability for investments sold short, at fair value     3,360,355       27,444,805
  Unearned premium on written options, at fair value     -       537,694
  Unrealized loss on forward foreign exchange contracts, at fair value     -       41,151
  Income taxes payable     345,229       -
  Current portion of long-term debt     2,499,850       -
      133,377,353       32,395,064
Long-term debt     19,165,517       -
TOTAL LIABILITIES      152,542,870       32,395,064
SHAREHOLDERS' EQUITY              
  Common shares      147,714,721       130,762,138
  Warrants      202,384       9,026,038
  Contributed surplus     11,025,584       1,911,776
  Accumulated other comprehensive income     (3,164,154)       -
  Deficit     5,031,887       (16,822,966)
TOTAL SHAREHOLDERS' EQUITY       160,810,422       124,876,986
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $ 313,353,292     $ 157,272,050

Ceres Global Ag Corp. Profile

Ceres is an investment company focused on the Agriculture sector. Its main investment is in Riverland Ag Corp., which is an agricultural grain supply chain ingredient business that owns and operates 14 grain storage and handling facilities in Minnesota, North Dakota, Wyoming, New York and Ontario, Canada. Riverland Ag customers include leading food and beverage companies. In addition, a significant number of its facilities act as delivery locations for certain futures contracts on the Minneapolis and Chicago exchanges.

This news release contains forward-looking statements concerning the Corporation's business and operations. The Corporation cautions that, by their nature, forward-looking statements involve risks and uncertainty and the Corporation's future actual results could vary materially from those expressed or implied in such statements. Reference should be made to the Corporation's unaudited interim consolidated financial statements, its interim management discussion and analysis, its most recent audited annual financial statements or the initial public offering prospectus dated December 13, 2007 for a description of the major risk factors.

SOURCE Ceres Global Ag Corp.

For further information:

Jason Gould, Chief Financial Officer, at (416) 915-2426


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