Early Warning Report regarding acquisition of shares of Ceres Global Ag Corp. by Cowan Asset Mangement Inc.

TORONTO, July 29, 2016 /CNW/ -

Item 1 – 

 Security and Reporting Issuer




State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.




Common shares of  Ceres Global Ag Corp. (TSX:CRP)

Ceres Global Ag Corp. (the "Reporting Issuer")

1660 S. Highway 100

St. Louis Park, Minnesota

55416




State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.




Toronto Stock Exchange



Item 2 –

Identity of the Acquiror




State the name and address of the acquiror.




Cowan Asset Management Ltd. (the "Acquiror")

10 King Street E., Suite 401

Toronto, Ontario

M5C 1C3




State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.




The Acquiror acquired its holdings in the common shares of the Reporting Issuer (the "Securities") in a series of transactions over the past 36 months, including the following transactions (each, a "Reportable Transaction" and collectively, the "Reportable Transactions"):




Date

Description

Defined term for this report


14 Aug 2014

Acquiror's securityholding percentage increased above 10% to 10.01%.

 First Reportable Transaction


9 Dec 2014

 Acquiror's securityholding percentage increased by over 2% to 12.13%.

Second Reportable Transaction


6 Jan 2015

Acquiror's securityholding percentage increased by over 2% to 14.14%.

Third Reportable Transaction


21 Dec 2015

Acquiror's securityholding percentage increased by over 2% to 16.15%.

Fourth Reportable Transaction


12 Apr 2016 .

Acquiror's securityholding percentage increased by over 2% to 18.25%

 Fifth Reportable Transaction


30 June 2016

Acquiror's securityholding percentage is 18.98%.

Sixth Reportable Transaction



Item 3 –

 Interest in Securities of the Reporting Issuer




State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file the report and the change in the acquiror's securityholding percentage in the class of securities.




The following table sets out the number of securities acquired as of the date of the First Reportable Transaction and during each period beginning the day after a Reportable Transaction and ending on the date of the immediately subsequent Reportable Transaction between Reportable Transactions (each, a "Reporting Period"), and the change in securityholding percentage from the date of each Reportable Transaction until the end of the immediately subsequent Reporting Period:





Number of securities acquired

Change in securityholding percentage


First Reportable Transaction

1,422,700 Securities acquired until the date of the First Reportable Transaction (the "First Reporting Period").

 Initial reportable position


Second Reportable Transaction

1,857,789 Securities acquired between the day after date of the First Reportable Transaction and the date of the Second Reportable Transaction (the "Second Reporting Period").

2.12%


Third Reportable Transaction

544,199 Securities acquired between the day after date of the Second Reportable Transaction and the date of the Third Reportable Transaction (the "Third Reporting Period").

2.01%


Fourth Reportable Transaction 

545,212 Securities acquired between the date of the Third Reportable Transaction and the Fourth Reportable Transaction (the "Fourth Reporting Period").

2.01%


Fifth Reportable Transaction

563,100 Securities acquired between the date of the Fourth Reportable Transaction and the Fifth Reportable Transaction (the "Fifth Reporting Period").

2.10%


Sixth Reportable Transaction

174,400 Securities acquired between the date of the Fifth Reportable Transaction and the Sixth Reportable Transaction.

0.73%




State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file the report.




The Acquiror acquired ownership of Securities in each Reportable Transaction.




State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.




The following table sets out the number of Securities held by the Acquiror and the Acquiror's securityholding percentage as of the date of each Reportable Transaction:




As of Date

Number of Securities held

Securityholding percentage


First Reportable Transaction

1,422,700 Securities

10.01%


Second Reportable Transaction

3,280,489 Securities

12.13%


Third Reportable Transaction 

3,824,688 Securities

14.14%


Fourth Reportable Transaction

4,369,900 Securities

16.15%


Fifth Reportable Transaction

4,933,000 Securities

18.25%


Sixth Reportable Transaction

5,107,400 Securities

18.98%




State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities over which the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.




The Investor has control and direction over the Securities set forth above, but beneficial ownership is held by one or more investment funds and/or managed accounts to which the Investor provides discretionary investment management services.



Item 4 –

 Consideration Paid




State the value, in Canadian dollars, of any consideration paid or received per security and in total.




The following table sets out the average price per Security, and the total consideration paid for all Securities acquired, during each Reporting Period:




Reporting Period

Average price per Security

Total consideration for all Securities acquired


First Reporting Period

CAD$7.49

CAD$10,656,169


Second Reporting Period

CAD$5.85

CAD$10,867,852


Third Reporting Period

 CAD$5.56

CAD$3,023,755


Fourth Reporting Period

CAD$5.95

CAD$3,241,990


Fifth Reporting Period

CAD$5.29

CAD$2,978,769


Sixth Reporting Period

CAD$5.20

CAD$906,352



Item 5 –

 Purpose of the Transaction




The Securities are being held for investment purposes only and not for the purpose of exercising control or direction over the Reporting Issuer.  The acquisitions were made in the ordinary course of the Acquiror's business or investment activities.  The Acquiror has no current plan or proposal which relates to, or would result in acquiring additional ownership or control over the securities of the Reporting Issuer, other than in the ordinary course of business of the Acquiror.  The Acquiror may or may not purchase or sell securities of the Reporting Issuer in the future on the open market or in private transactions, depending on market conditions and other factors material to the Acquiror's investment decision.

 

SOURCE Cowan Asset Management Ltd.

For further information: COWAN ASSET MANAGEMENT LTD., Tel: 1-844-334-3323, info@cowanasset.com


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