MINNEAPOLIS, Sept. 20, 2019 /CNW/ - Ceres Global Ag Corp.
("Ceres" or the "Company") (TSX: CRP) announced today that it
intends to sell, on a non-brokered private placement basis,
2,793,499 common shares of the Company (the "Shares") at a price of
$4.53 per Share for gross proceeds of
$12,654,550.47 (the "Private
Placement").
The Company expects that insiders of the Company will subscribe
for the full amount of Shares offered in the Private Placement,
including VN Capital Fund C, L.P. ("VN Capital") which has agreed
to subscribe for 2,757,487 Shares. The Company may, at its
discretion, make additional shares available for subscription by
non-insider accredited investors.
VN Capital has agreed to a standstill agreement under which for
a period of 18 months from the closing of the Private Placement, VN
Capital will not be permitted, without the consent of the Company's
board of directors, to purchase Company shares except from private
parties in blocks of 250,000 or more shares. The Company may, at
its discretion, make additional shares available for subscription
by non-insider accredited investors.
The Private Placement is priced at a premium of 5.3% to the
five-day volume weighted trading price on TSX for the five days
ended August 30, 2019. The net
proceeds from the Private Placement will be used initially to repay
debt incurred in connection with inventory financing and later to
fund anticipated growth-based projects.
Closing of the Private Placement is subject to the receipt of
approval by the Toronto Stock Exchange. Any Shares issued pursuant
to the Private Placement will be subject to a hold period of four
months and one day from the closing date of the Private Placement,
in accordance with applicable Canadian securities laws.
Pursuant to Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Private Placement constitutes a "related
party transaction" as insiders of the Company will subscribe
for Shares. The Company is relying on exemptions from the formal
valuation and minority approval requirements of MI 61-101.
All dollar amounts in this news release are denominated in
Canadian dollars unless otherwise indicated.
This news release shall not constitute an
offer to sell or the solicitation of an offer to buy the securities
in the United States nor shall
there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The securities have not been and will not be registered
under the United
States Securities Act of 1933, as amended
(the "1933 Act"), or any state securities laws
and may not be offered or sold in the
United States or to U.S. Persons (as defined in the 1933
Act) unless registered under the 1933 Act and
any applicable securities laws of any state of the United States or an applicable exemption
from the registration requirements is
available.
About Ceres Global Ag Corp. (ceresglobalagcorp.com)
Through its network of commodity logistics centers and team of
industry experts, Ceres procures and supplies North American
agricultural commodities and value-added products and provides
reliable supply chain logistics services to industrial products,
fertilizer products, and energy products customers worldwide.
Ceres is headquartered in Minneapolis,
Minnesota and together with its affiliated companies,
operates 13 locations across Saskatchewan, Manitoba, Ontario, and Minnesota. These facilities have an aggregate
grain and oilseed storage capacity of approximately 30.8 million
bushels.
Ceres has a 50% interest in Savage Riverport, LLC, a joint
venture with Consolidated Grain and Barge Co., a 50% in Gateway
Energy Terminal, a joint venture with Steel Reef Infrastructure
Corp., a 25% interest in Stewart Southern Railway Inc., a
short-line railway located in southeast Saskatchewan with a range of 130 kilometers,
and a 17% interest in Canterra Seed Holdings Ltd, a Canada-based seed development company.
For more information about Ceres, please visit
www.ceresglobalagcorp.com
Cautionary Notice: 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 timing and completion of the Private
Placement, the proposed use of proceeds and the receipt of
regulatory approval. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "expects", "intends", "anticipates", "believes"
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would" or "might", "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. 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.