Ceres Global Ag Corp. Shareholders Approve Plan of Arrangement with Bartlett Grain Company

USA - English

MINNEAPOLIS, MN, June 30, 2025 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the "Corporation") (TSX: CRP) today announced that at the special meeting of shareholders held earlier today (the "Meeting"), holders ("Shareholders") of common shares in the capital of the Corporation (the "Shares") voted overwhelmingly in favour of the special resolution (the "Arrangement Resolution") approving the previously announced statutory plan of arrangement pursuant to which 1001239530 Ontario Inc., a newly formed entity controlled by Bartlett Grain Company, LLC, will acquire all of the issued and outstanding Shares for a price of US$4.50 per Share, in cash (the "Transaction"). Further details regarding the Transaction are provided in the management information circular of the Corporation dated May 30, 2025 mailed to Shareholders in connection with the Transaction, a copy of which is available under Ceres' profile on SEDAR+ at www.sedarplus.ca.

In order to be passed, the Arrangement Resolution required the approval of at least two-thirds of the votes cast at the Meeting by Shareholders present virtually or represented by proxy and entitled to vote at the Meeting.

The following is a summary of the votes cast at the Meeting by Shareholders in respect of the Arrangement Resolution:

% Votes For	% Votes Against
99.999	0.001

A report of voting results for the Meeting will be filed under Ceres' profile on SEDAR+ at www.sedarplus.ca.

Anticipated Closing Date and Regulatory Approval

The applicable regulatory approval for the Transaction, being expiry or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, has now been obtained. The Transaction remains subject to certain other customary closing conditions, including the issuance of a final order by the Ontario Superior Court of Justice (Commercial List) (the "Court") following the hearing scheduled to take place on July 3, 2025. If the Court approval is obtained and the other conditions to closing are satisfied or waived, it is anticipated that the Transaction will be completed by the parties on or about July 7, 2025.

Questions for Depositary

Registered Shareholders who have questions or require assistance submitting their Shares in connection with the Transaction may direct their questions to TSX Trust Company, which is acting as depositary in connection with the Transaction, by telephone at 1-800-387-0825 (toll-free within North America) or at 1-416-682-3860 (outside of North America), or by email at [email protected].

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.

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 Transaction and timing for the closing of the Transaction. 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 Meeting. These risks and uncertainties further include (but are not limited to), as concerns the Transaction, the failure of the parties to obtain the necessary Court approval or to otherwise satisfy the conditions to the completion of the Transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Transaction costs or unknown liabilities, failure to realize the expected benefits of the Transaction, and general economic conditions. Failure to obtain the necessary Court approval, or the failure of the parties to otherwise satisfy the conditions to the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects.

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.

For more information, please contact: Tom Coyle, Interim President and CEO, Ceres Global Ag Corp., 952-746-6832, [email protected]; Craig MacPhail, Investor Relations, NATIONAL Public Relations, 416-586-1938, [email protected]