Early Warning Report Regarding Acquisition of Shares of Ceres Global Ag Corp. by Princeton Holdings Limited

TORONTO, Nov. 25, 2016 /CNW/ - State if the report is filed to amend information disclosed in an earlier report. Indicate the date of the report that is being amended.

This is an amended and restated report which amends information in an earlier report filed on July 29, 2016.  As of the date of this report, the Acquiror (defined below) holds 4,577,900 common shares of the Reporting Issuer (defined below), representing a securityholding percentage of 17.02%.

Item 1 – Security and Reporting Issuer

1.1 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

1.2  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

2.1  State the name and address of the acquiror.

Princeton Holdings Limited (the "Acquiror")
705 Fountain Street N.
PO BOX 1510
Cambridge, Ontario
N1R 5T2

2.2  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 36 months, including the following transactions (each, a "Reportable Transaction" and collectively, the "Reportable Transactions"):

Date

Description

Defined term for this report

31 Oct 2014

Acquiror's securityholding percentage increased above 10% to 16.65%.

First Reportable Transaction

28 Nov 2014

Acquiror's securityholding percentage decreased by over 2% to 10.23%

Second Reportable Transaction

15 Dec 2014

Acquiror's securityholding percentage increased by over 2% to 12.26%.

Third Reportable Transaction

24 Nov 2015

Acquiror's securityholding percentage increased by over 2% to 14.29%.

Fourth Reportable Transaction

12 Apr  2016

Acquiror's securityholding percentage increased by over 2% to 16.38%.

Fifth Reportable Transaction

 

The First Reportable Transaction resulted from a distribution of rights by the Reporting Issuer to all securityholders, which entitled holders to purchase one common share for every 1.1063 Rights held (the "Rights"). The Second Reportable Transaction resulted from the increase in the number of issued and outstanding common shares of the Reporting Issuer following the expiration of the subscription period for the Rights. The Acquiror's securityholding percentage during the First Reporting Period (defined in Item 3.1 below) is a partially diluted position which includes only the Acquiror's Rights.  Details of the rights offering are set out in a press release of the Reporting Issuer dated October 21, 2014.

2.3  State the names of any joint actors.

Cowan Asset Management Ltd. ("Cowan")
10 King Street E., Suite 401
Toronto, Ontario
M5C 1C3

See Item 3.4 for a description of the relationship between the Acquiror and Cowan.

Item 3 – Interest in Securities of the Reporting Issuer

3.1  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

1,352,500 Securities and 1,346,000 Rights acquired until the date of the First Reportable Transaction (the "First Reporting Period").

Initial reportable position

Second Reportable Transaction

1,414,188 Securities acquired between the day after date of the First Reportable Transaction and the date of the Second Reportable Transaction (the "Second Reporting Period").

(6.42)%

Third Reportable Transaction

550,200 Securities acquired between the day after date of the Second Reportable Transaction and the date of the Third Reportable Transaction (the "Third Reporting Period").

2.03%

Fourth Reportable Transaction

549,132 Securities acquired between the date of the Third Reportable Transaction and the Fourth Reportable Transaction (the "Fourth Reporting Period").

2.03%

Fifth Reportable Transaction

560,000 Securities acquired between the date of the Fourth Reportable Transaction and the Fifth Reportable Transaction (the "Fifth Reporting Period").

2.09%

 

3.2                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.

3.3                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

1,352,500 Securities and 1,346,000 Rights

16.65%

Second Reportable Transaction

2,766,668 Securities

10.23%

Third Reportable Transaction

3,316,888 Securities

12.26%

Fourth Reportable Transaction

3,866,000 Securities

14.29%

Fifth Reportable Transaction

4,426,000 Securities

16.38%




 

3.4                State the designation and number or principal amount of securities and the acquiror's securityholding percentage in the class of securities referred to in Item 3.3 over which the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor

The Acquiror beneficially owns the Securities set forth in Item 3.3 above. Cowan exercises control and direction over such Securities in its capacity as the Acquiror's discretionary investment manager. Cowan is a wholly-owned subsidiary of the Acquiror, and therefore the Acquiror and Cowan are deemed to be joint actors.

Item 4 – Consideration Paid

4.1                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:

Date

Reporting Period

Average price per Security

Total consideration for all Securities acquired

31 Oct 2014

First Reporting Period

CAD$7.48

CAD$10,115,163

28 Nov 2014

Second Reporting Period

CAD$5.85

CAD$8,272,169

15 Dec 2015

Third Reporting Period

CAD$5.62

CAD$3,091,743

24 Nov 2016

Fourth Reporting Period

CAD$5.75

CAD$3,156,917

12 Apr 2016

Fifth Reporting Period

CAD$5.41

CAD$3,028,460

 

4.2                In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

The Rights acquired in the First Reportable Transaction were issued to the Acquiror from treasury directly by the Reporting Issuer for no consideration.

4.3                If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

Common Shares acquired in the course of the Second Reportable Transaction were purchased directly from the Reporting Issuer pursuant to the exercise of the Rights.

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: please contact: COWAN ASSET MANAGEMENT LTD., Tel: 1-844-334-3323, info@cowanasset.com

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Cowan Asset Management Ltd.

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