CERES GLOBAL AG CORP. TORONTO, ONTARIO, June 10, 2015 - Ceres Global Ag Corp. ('Ceres' or the 'Company') (TSX: CRP) announced today acceptance by the Toronto Stock Exchange (the 'TSX') of the Company's Notice of Intention to Make a Normal Course Issuer Bid ('NCIB').
Pursuant to the NCIB, the Company proposes to purchase through the facilities of the TSX, from time to time over the next 12 months, if considered advisable, up to a maximum of 1,614,730 common shares ('Shares') of the Company, being approximately 10% of its unrestricted public float as of June 10, 2015, subject to a maximum aggregate purchase price of $5 million pursuant to restrictions under the Corporation's credit agreement.
Purchases may commence through the TSX on June 12, 2015 and will conclude on the earlier of the date on which purchases under the bid have been completed and June 11, 2016. The Company may purchase up to a daily maximum of 4,400 Shares (representing 25% of an average daily trading volume on the TSX of 17,602 Shares for the six months prior to commencement of the NCIB), except where such purchases are made in accordance with the 'block purchase' exception under applicable TSX rules and policies.
The Shares may be purchased for cancellation through the facilities of the TSX or through alternative Canadian trading platforms at times and in numbers to be determined by the Company. The purpose of the normal course issuer bid is to purchase Shares when the Company determines that the Shares are undervalued and to control dilution to shareholders arising from issuances of Shares under employee compensation plans.
The Company has not repurchased any of its Shares in the prior 12 months. As of June 10, 2015, the Company has 27,057,655 issued and outstanding Shares.
Ceres Global Ag Corp. is a Toronto-based company focused on two primary businesses: a Grain Storage, Handling and Merchandising unit, anchored by its 100% ownership of Riverland Ag Corp., and a Commodity Logistics unit, containing its 25% interest in Stewart Southern Railway Inc. and its development of the Northgate, SK Commodity Logistics Centre. Riverland Ag Corp. is a collection of nine
(9) grain storage and handling assets in Minnesota, New York, and Ontario having aggregate storage capacity of approximately 47 million bushels as at March 31, 2015. Riverland Ag also manages two (2) facilities in Wyoming on behalf of its customer-owner. Stewart Southern Railway Inc. is a short-line railway with a range of 130 kilometres that operates in South-eastern Saskatchewan. The Northgate Commodities Logistics Centre is a state-of-the art grain, oil and oilfield supplies transloading site being
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developed in conjunction with Riverland Ag and several potential energy company partners, connected to BNSF Railway.
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 future operations and results, anticipated business prospects and financial performance of Ceres and its subsidiaries, including the plans, costs, timing and capital for the development of the Northgate Commodities Logistics Centre, expectations or projections about the future, strategies and goals for growth, expected and future cash flows, costs, planned capital expenditures, regulatory change, general economic political and market conditions anticipated capital projects, construction and completion dates, operating and financial results, critical accounting estimates, 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', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', 'believes', 'may have implications' 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 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. Key assumptions upon which such forward-looking information is based are listed in the 'Forward-Looking Information' section of the interim MD&A for the year and quarter ended March 31, 2015. 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, labour, 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 ability of Ceres to successfully defend the claim by The Scoular Company, the operating performance of the Corporation's assets, the availability and price of commodities and 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.
Adam Peeler TMX Equicom
(416) 815-0700 ext. 225
apeeler@tmxequicom.com
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