MINNEAPOLIS, MN, Sept. 30, 2019 /CNW/ - Ceres Global Ag Corp.
("Ceres" or the "Company") (TSX: CRP) is pleased to announce that
it has closed its previously announced non-brokered private
placement, issuing 2,802,599 common shares of the Company (the
"Shares") at a price of $4.53 per
Share for gross proceeds of approximately $12.7 million (the "Private Placement").
Insiders of the Company subscribed for 2,792,599 Shares,
including VN Capital Fund C, L.P. ("VN Capital") which
subscribed for 2,757,487 Shares.
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 Private Placement was 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.
All Shares issued pursuant to the Private Placement
are subject to a hold period of four months and one day, 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 subscribed for Shares.
The Company relied 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 and
the proposed use of proceeds. 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.