Item 1 –
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Security and Reporting
Issuer
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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.
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Common shares of Ceres Global Ag Corp.
(TSX:CRP)
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Ceres Global Ag Corp. (the "Reporting
Issuer")
1660 S. Highway 100
St. Louis Park, Minnesota
55416
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State the name of the market in which the
transaction or other occurrence that triggered the requirement to
file this report took place.
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Toronto Stock Exchange
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Item 2 –
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Identity of the
Acquiror
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State the name and address of the
acquiror.
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Princeton Holdings Limited (the
"Acquiror")
705 Fountain Street N.
PO BOX 1510
Cambridge, Ontario
N1R 5T2
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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.
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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"):
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Date
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Description
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Defined term for this report
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6 Nov 2014
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Acquiror's securityholding percentage increased above
10% to 10.01%.
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First Reportable Transaction
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15 Dec 2014
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Acquiror's securityholding percentage increased by
over 2% to 12.26%.
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Second Reportable Transaction
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24 Nov 2015
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Acquiror's securityholding percentage increased by
over 2% to 14.29%.
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Third Reportable Transaction
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12 Apr 2016
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Acquiror's securityholding percentage increased by
over 2% to 16.38%.
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Fourth Reportable Transaction
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30 Jun 2016
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Acquiror's securityholding percentage is
17.02%.
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Fifth Reportable Transaction
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Item 3 –
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Interest in Securities of the Reporting
Issuer
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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.
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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:
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Number of securities
acquired
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Change in securityholding
percentage
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First Reportable Transaction
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1,422,500 Securities acquired until the date of the
First Reportable Transaction (the "First Reporting
Period").
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Initial reportable position
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Second Reportable Transaction
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1,894,388 Securities acquired between the day after
date of the First Reportable Transaction and the date of the Second
Reportable Transaction (the "Second Reporting
Period").
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2.25%
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Third Reportable Transaction
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549,112 Securities acquired between the day after
date of the Second Reportable Transaction and the date of the Third
Reportable Transaction (the "Third Reporting
Period").
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2.03%
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Fourth Reportable Transaction
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560,000 Securities acquired between the date of the
Third Reportable Transaction and the Fourth Reportable Transaction
(the "Fourth Reporting Period").
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2.09%
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Fifth Reportable Transaction
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151,900 Securities acquired between the date of the
Fourth Reportable Transaction and the Fifth Reportable Transaction
(the "Fifth Reporting Period").
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0.64%
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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.
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The Acquiror acquired ownership of Securities in each
Reportable Transaction.
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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.
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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:
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As of Date
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Number of Securities held
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Securityholding percentage
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First Reportable Transaction
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1,422,500 Securities
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10.02%
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Second Reportable Transaction
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3,316,888 Securities
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12.26%
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Third Reportable Transaction
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3,866,000 Securities
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14.29%
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Fourth Reportable Transaction
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4,426,000 Securities
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16.38%
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Fifth Reportable Transaction
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4,577,900 Securities
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17.02%
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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 ownership but control is held
by persons or companies other than the acquiror or any joint
actor.
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The Acquiror beneficially owns the Securities set
forth above, but control and direction is held by the Investor's
discretionary investment manager, Cowan Asset Management
Ltd.
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Item 4 –
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Consideration Paid
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State the value, in Canadian dollars, of any
consideration paid or received per security and in
total.
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The following table sets out the average price per
Security, and the total consideration paid for all Securities
acquired, during each Reporting Period:
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Reporting Period
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Average price per Security
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Total consideration for all Securities
acquired
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First Reporting Period
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CAD$7.40
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CAD$10,531,702
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Second Reporting Period
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CAD$5.78
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CAD$10,947,373
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Third Reporting Period
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CAD$5.75
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CAD$3,156,917
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Fourth Reporting Period
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CAD$5.41
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CAD$3,028,460
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Fifth Reporting Period
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CAD$5.21
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CAD$791,068
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Item 5 –
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Purpose of the
Transaction
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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.
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