CERES GLOBAL : FY23 ANNUAL INFORMATION FORM

ANNUAL INFORMATION FORM

For the year ended June 30, 2023

September 15, 2023

TABLE OF CONTENTS
	Page
FORWARD-LOOKING INFORMATION	1
CORPORATE STRUCTURE	2
DEVELOPMENT OF THE BUSINESS	4
DESCRIPTION OF THE BUSINESS	6
RISK FACTORS	11
DIVIDENDS	17
DESCRIPTION OF SHARE CAPITAL	18
MARKET FOR SECURITIES	21
ESCROWED SECURITIES AND SECURITIES SUBJECT TO RESTRICTION ON TRANSFER	21
GOVERNANCE OF THE CORPORATION	22
CONFLICTS OF INTEREST	27
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	27
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	27
REGISTRAR AND TRANSFER AGENT	28
INTERESTS OF EXPERTS	28
MATERIAL CONTRACTS	28
ADDITIONAL INFORMATION	28

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FORWARD-LOOKING INFORMATION

This annual information form ("AIF") 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 future operating results and financial performance of Ceres Global Ag Corp. ("Ceres" or the "Corporation") and its subsidiaries, expectations or projections about future growth projects and business prospects, strategies and goals for growth, anticipated capital projects, capital financing and allocation plans, critical accounting estimates and the expected financial and operational consequences of future commitments. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "scheduled", "intends", "anticipates" or "does not anticipate", "believes" 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 available, 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 include, but are not limited to, the following (i) supply and demand factors as well as the pricing environment for grains and other agricultural commodities; (ii) fluctuation of currency and interest rates; (iii) general financial conditions for Western Canadian and American agricultural producers; (iv) market share that will be achieved by the Corporation;

1. Ceres' ability to maintain existing customer contracts and relationships; (vi) an expected increase in the utilization of Ceres' facilities; (vii) continued compliance by Ceres with its loan covenants; (viii) adequate and timely service from the railroads; (ix) ability to adapt with climate change-related risks and comply with future regulations; and (x) no material findings or penalties in excess of the accrued amount as a result of the US Department of Justice and US Commodities Futures Trading Commission investigations.

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. 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, labor, 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, as well as the 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.

In this AIF, unless otherwise indicated, all dollar amounts are expressed in US dollars, references to "$" are to US dollars and references to "C$" are to Canadian dollars.

This AIF is dated September 15, 2023. Unless otherwise indicated, the information contained in this AIF is current as of June 30, 2023.

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CORPORATE STRUCTURE

Name, Address and Incorporation

Ceres Global Ag Corp. was initially incorporated under the Business Corporations Act (Ontario) (the "OBCA") by articles of incorporation dated November 1, 2007. Pursuant to articles of amendment dated December 6, 2007, the share transfer restrictions applicable to the Corporation were removed. On April 1, 2013, the Corporation amalgamated under the OBCA with its wholly owned subsidiaries, Corus Oil Company Ltd., Corus Port Company Ltd., Corus Supply Company Ltd., and Thunder Bay Grain Development Corp. On April 1, 2014, the Corporation amalgamated under the OBCA with its wholly owned subsidiaries Ceres Canada Holding Corp. and Riverland Agriculture, Ltd. The Corporation's registered office is located at c/o Blake, Cassels & Graydon LLP 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario, M5L 1A9 and its head office is located at 701 Xenia Avenue S., Suite 400, Minneapolis, Minnesota, 55416.

Ownership

The Corporation's majority shareholder, VN Capital Management, LLC, beneficially owns and controls, directly and indirectly, through VN Capital Fund C, L.P., a total of 16,843,457 common shares, representing 54.2% of Ceres' outstanding shares (16,843,457 common shares, 54.7% as at June 30, 2022).

Intercorporate Relationships

The Corporation has the following wholly owned subsidiaries: Ceres US Holding Corp. (Delaware), Riverland Ag Corp. (Delaware) ("Riverland"), Nature's Organic Grist LLC ("NOG"), Delmar Commodities Ltd. ("Delmar"), and Ceres Global Ag Corp Mexico S.A. DE C.V. Unless the context otherwise requires, all references to the "Corporation" refer to the Corporation and its subsidiaries. The Corporation also holds a 50% joint venture interest in Savage Riverport, LLC ("Savage Riverport"), a 50% joint venture interest in Farmers Grain, LLC ("Farmers Grain"), a 50% joint venture interest in Berthold Farmers Elevator, LLC ("BFE"), a 50% joint venture interest in Gateway Energy Terminal, a 25% interest in Stewart Southern Railway Inc. ("SSR"), and a 17% interest in Canterra Seeds Holdings Ltd. Set out on the following page is the corporate structure of the Corporation and its subsidiaries and other significant investments as at June 30, 2023.

CANTERRA SEEDS

HOLDINGS LTD.

(Canada)

100%

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CERES GLOBAL AG

CORP.

(Ontario)

17%25%

50%

100%

STEWART

SOUTHERN

RAILWAY INC. (Saskatchewan)

GATEWAY ENERGY

TERMINAL (Canada)*

DELMAR COMMODITIES

LTD.

(Manitoba)

NATURE'S ORGANIC	100%
GRIST, LLC
(North Dakota)

50%

FARMERS GRAIN, LLC

(Delaware)

CERES US HOLDING

CORP.

(Delaware)

100%

RIVERLAND AG CORP.

(Delaware)

50%

BERTHOLD FARMERS

ELEVATOR, LLC

(Delaware)

61%

39% CERES GLOBAL AG CORP MEXICO S.A. DE C.V.

(Mexico)

50%

SAVAGE RIVERPORT, LLC

(Delaware)

* Unincorporated Canadian joint venture - not a legal entity