CERES GLOBAL : FY23 MANAGEMENTS DISCUSSION AND ANALYSIS

MANAGEMENT'S DISCUSSION AND ANALYSIS
Table of Contents
1. FINANCIAL AND OPERATING SUMMARY	4
2. QUARTERLY FINANCIAL DATA	9
3. LIQUIDITY & CASH FLOW	10
4. CAPITAL RESOURCES	12
5. ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES	14
6. OUTLOOK	15
7. OTHER	17
8. NON-IFRSFINANCIAL MEASURES AND RECONCILIATIONS	21
9. KEY ASSUMPTIONS & ADVISORIES FORWARD-LOOKING STATEMENTS	24

This Management's Discussion and Analysis ("MD&A") dated September 14, 2023 should be read in conjunction with the audited Consolidated Financial Statements for the year ended June 30, 2023 of Ceres Global Ag Corp. ("Ceres", the "Corporation", "we", "our", and "us"), and the Corporation's audited Consolidated Financial Statements for the year ended June 30, 2022 (the "Annual Consolidated Financial Statements"). Additional information about Ceres filed with Canadian securities regulatory authorities, including its interim financial statements and MD&A, and Annual Information Form, is available online at www.sedarplus.ca.

Basis of Presentation

Unless otherwise noted, all financial information has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. Unless otherwise indicated, dollar amounts are expressed in United States dollars ("$" and "USD") and references to "CAD" and "C$" are to Canadian dollars.

Non-IFRS Financial Measures

This MD&A contains references to certain financial measures that are non-IFRS measures, also known as non-GAAP financial measures, non-GAAP ratios, or supplementary financial measures pursuant to National Instrument 52-112 - Non-GAAPand other Financial Measures Disclosure. Adjusted earnings before interest, income tax, depreciation and amortization ("Adjusted EBITDA"), adjusted net income, and working capital are non-GAAP financial measures, adjusted EBITDA per share is a non-GAAP ratio, and return on shareholders' equity is a supplementary financial measure. None of such measures or ratios has a standardized meaning under IFRS. See "Non-IFRS Financial Measures and Reconciliations."

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Beginning in the second quarter of fiscal year 2023, the Corporation changed the label of EBITDA to adjusted EBITDA to better describe the measure and better reflect the purpose of such measure. The composition of adjusted EBITDA remained unchanged and therefore no prior periods were restated.

Risks and Forward-Looking Information

The Corporation's financial and operational performance is potentially affected by a number of factors, including, but not limited to, the factors described in "Key Assumptions & Advisories".

This MD&A contains forward-looking information based on the Corporation's current expectations, estimates, projections, and assumptions. This information is subject to a number of risks and uncertainties, including those discussed in this MD&A and the Corporation's other disclosure documents, including the Corporation's Annual Information Form ("AIF") for the year ended June 30, 2023, which is available under the Corporation's SEDAR+ profile at www.sedarplus.ca, many of which are beyond the Corporation's control. Users of this information are cautioned that actual results may differ materially. See "Key Assumptions & Advisories" for information on material risk factors and assumptions underlying the Corporation's forward-looking information.

Who We Are

Through its network of commodity logistics centers and team of industry experts, Ceres merchandises high-quality North American agricultural commodities and value-added products and provides reliable supply chain logistics services to agricultural, energy, and industrial customers worldwide.

Ceres is headquartered in Golden Valley, MN and together with its wholly owned affiliates operates 11 facilities across Saskatchewan, Manitoba, and Minnesota. These facilities throughout North America have an aggregate grain and oilseed storage capacity of approximately 29 million bushels.

Ceres also has a 50% interest in Savage Riverport, LLC ("Savage"), a joint venture with Consolidated Grain and Barge Co., a 50% interest in Farmers Grain, LLC ("Farmers Grain"), a joint venture with Farmer's Cooperative Grain and Seed Association ("Farmer's Co-op"), a 50% interest in Berthold Farmers Elevator, LLC ("BFE"), a joint venture with The Berthold Farmers Elevator Company ("BFEC"), a 50% interest in Gateway (as defined below), an unincorporated joint operation with Steel Reef Infrastructure Corp., a 25% interest in Stewart Southern Railway Inc. ("SSR"), a short-line railway located in southeast Saskatchewan with a range of 130 kilometers, and a 17% interest in Canterra Seeds Holdings Ltd., a Canadian-based seed development company.

Grain Segment

The Corporation's Grain segment is engaged in the procurement, storage, handling, trading, and merchandising of commodity and specialty grains and oilseeds such as hard red spring wheat, durum wheat, oats, canola, barley, and rye through its grain storage and handling facilities in Saskatchewan, Manitoba, and Minnesota. These facilities are strategically located, either close to where Ceres' core products are grown and sourced, or, at key supply chain locations to effectively serve customers and markets. Seven of Ceres' grain storage facilities are located on major rail lines across North America, one is located at a deep-water port on the Great Lakes allowing access to vessels, and another facility is located on the Minnesota River with capacity to load barges for shipment down the Mississippi River to export terminals in New Orleans. These facilities combine to provide Ceres with efficient access to export and import flows of our core grains and oilseeds to North American and global markets. Approximately 25 million bushels of the Corporation's facilities' capacity are "regular" for delivery for both spring wheat against the Minneapolis Grain Exchange futures contract and oats against the Chicago Board of Trade

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futures contract. In addition, spring wheat and oats sourced by the Corporation out of Canada are eligible for delivery against respective futures contracts.

Supply Chain Services Segment

The Corporation's Supply Chain Services segment provides logistics services, storage, and transloading for non-agricultural commodities and industrial products. Ceres efficiently manages its supply chains and assets to ensure the optimization of storage and handling capacity and transportation costs and that high quality and value adding products are delivered to key customers and markets served.

One of Ceres' key Supply Chain Services assets is its terminal at Northgate, Saskatchewan ("Northgate"). Northgate sits on approximately 1,300 acres of land, and is designed to utilize two rail loops, each capable of handling unit trains of up to 120 railcars and two ladder tracks capable of handling up to 65 railcars. Northgate is an approximately $75 million state-of-the-art grain, oil, natural gas liquids and fertilizer terminal and is connected to the Burlington Northern Santa Fe Railway (the "BNSF"). The Corporation intends to further build out its infrastructure to support handling of other industrial products and equipment.

Ceres commenced its initial grain operations at Northgate in October 2014 and its grain elevator was fully operational in May 2016. As part of its grain operations, Ceres contracts grain and oilseed purchases from Western Canadian producers that are delivered by truck and unloaded at Northgate. Ceres has the option of storing the grain on-site, loading it into outbound railcars to end-users, or shipping to the Corporations' other facilities to take advantage of the value and strategic location of its current asset base.

In June 2019, Ceres established Gateway Energy Terminal ("Gateway"), a 50/50 unincorporated joint operation with Steel Reef Infrastructure Corp. located at Northgate. Gateway began operations on July 1, 2019 and handles the transloading of hydrocarbons at Northgate on an exclusive basis. Ceres' existing hydrocarbon transload contracts were transferred to Gateway as of July 1, 2019. Gateway's operations at Northgate provide a direct link for hydrocarbons to enter the U.S. market.

In November 2015, Ceres entered into an agreement with Koch Fertilizer Canada, ULC for the storage and handling of dry fertilizer products at Northgate's state-of-the-art,26,000-ton fertilizer storage terminal (the "Koch Agreement"). The fertilizer is loaded out by Ceres into trucks and distributed to Canadian retailers. The fertilizer operation commenced on April 30, 2017. On April 1, 2022, the Koch Agreement was renewed for an additional five-year term.

The Corporation continues to expand products transloaded at the Northgate facility including but not limited to barite, bentonite, solvents, drilling pipe, lumber, oriented strand board, and magnesium chloride.

Seed and Processing Segment

The Corporation's Seed and Processing segment was created through the acquisition of Delmar Commodities Ltd. ("Delmar") in August 2019 and consists of a soybean crush facility, located in a strong soybean producing region with low-cost origination driven by export economics, and a seed production and distribution business focused on western Canada under the trade name "Ceres Global Seeds." Included in this segment in fiscal year 2022 was the specialty crops blending/bird food production facility which was sold on June 20, 2022. This segment's operations are primarily located in Manitoba, Canada.

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1. FINANCIAL AND OPERATING SUMMARY

For the year ended June 30, 2023, 2022, and 2021

				Year ended
					June 30,
(in thousands of USD except per share)		2023			2022			2021
Revenues	$	1,036,703		$	1,060,941	$	748,204
Gross profit (loss)	$	22,765		$	55,875	$	24,918
Income (loss) from operations	$	(2,712)		$	23,973	$	8,865
Net income (loss)	$	(7,912)		$	(8,823)	$	12,044
Weighted average common shares outstanding		31,063,489			30,793,602	30,772,845
Diluted weighted average common
shares outstanding		31,063,489			32,793,602	32,719,775
Income (loss) per share - Basic	$	(0.25)		$	(0.29)	$	0.39
Income (loss) per share - Diluted	$	(0.25)		$	(0.29)	$	0.37
Adjusted EBITDA (1)(3)	$	7,241		$	32,038	$	14,808
Return on shareholders' equity (1)		(5.5%)			(5.9%)			7.7%
		As at June		As at June		As at June
		30, 2023			30, 2022			30, 2021
Total assets	$	263,630		$	333,948	$	338,590
Total bank indebtedness, current	$	18,684		$	54,676	$	80,760
Term loan (2)	$	42,167		$	47,506	$	28,877
Shareholders' equity	$	142,658		$	149,505	$	156,918

1. Non-IFRSfinancial measures. See Non-IFRS Financial Measures and Reconciliations section.
2. Includes current portion of term loan.
3. Beginning in the second quarter of fiscal year 2023, the Corporation changed the label of EBITDA to Adjusted EBITDA to better describe the measure and better reflect the purpose of such measure. The composition of Adjusted EBITDA remained unchanged and therefore no prior periods were restated.

HIGHLIGHTS FOR THE YEAR ENDED JUNE 30, 2023

• Gross profit for the year was $22.8 million.
• Net loss for the year was $7.9 million and adjusted net income1 for the year was $3.1 million;
• In line with Ceres' long-term strategy of optimizing its footprint around core products and locations, the Corporation completed the sale of its Port Colborne facility on February 17, 2023. Total proceeds of the sale were $4.0 million, and the Corporation recognized a gain on the sale of $1.2 million;
• The Corporation handled and traded 98.5 million bushels, an increase of 2% over the prior year.
• On June 28, 2023, Ceres announced its exit from the wholesale distribution of its seed business to

1 Adjusted net income is a non-GAAP financial measure. Please refer to "Non-IFRS Financial Measures and Reconciliations" for more details.

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consolidate the Corporation's focus on the core business.

Overall Performance

The Corporation's net loss was $7.9 million for the year ended June 30, 2023, compared to net loss of $8.8 million for the year ended June 30, 2022. The net loss for the year ended June 30, 2023 was driven by severance costs, legal fees related to the regulatory investigations, as well as the legal settlement reserve recognized for the investigation. The net loss for the year ended June 30, 2022, was driven by the $25.9 million loss on the write-off of the crush plant project at Northgate ("Crush Project"). Gross profit was $22.8 million for the year ended June 30, 2023, compared to a gross profit of $55.9 million for the year ended June 30, 2022, a result of limited merchandising margin opportunities compared to the previous year. Furthermore, loss from operations was $2.7 million for the year ended June 30, 2023, compared to income $23.5 million for the year ended June 30, 2022.

Revenues and Gross Profit

Total revenue decreased by $24.2 million, driven by higher commodity prices in the previous year. The Corporation handled and traded 98.5 million bushels of grain and oilseeds during the year ended June 30, 2023, compared to 96.6 million bushels for the year ended June 30, 2022. In agriculture commodity markets, cost of sales generally follow increases or decreases in gross revenues. Ceres' management believes it is more important to focus on changes in gross profits and volume handled rather than changes in revenue dollars.

The table below represents a summary of the components of gross profit for the year ended June 30,

2023 and 2022:

							2023
			Supply Chain		Seed and
(in thousands of USD)	Grain			Services		Processing	Corporate*			Total
Net trading margin	$ 31,603	$	-	$	-			$	-	$	31,603
Supply Chain Services
revenue	4,288			3,435			-				-			7,723
Net Seed and
Processing margin	-			-			6,580				-			6,580
Operating expenses
included
in cost of sales	(9,429)			(2,682)			(5,069)				-			(17,180)
Depreciation expense
included
in cost of sales	(4,193)			(959)			(448)				(361)			(5,961)
Gross profit (loss)	$ 22,269		$	(206)		$	1,063			$	(361)		$	22,765

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