Ceres Global : FY21 Financial Statements

Consolidated Financial Statements of

For the years ended June 30, 2021 and 2020

(Expressed in US Dollars)

CERES GLOBAL AG CORP.
Table of Contents
Management's Responsibility for Financial Reporting ................................................................................................	2
Independent Auditor's Report .....................................................................................................................................	3
Consolidated Balance Sheets .......................................................................................................................................	7
Consolidated Statements of Comprehensive Income .................................................................................................	8
Consolidated Statements of Cash Flows ......................................................................................................................	9
Consolidated Statements of Changes in Shareholders' Equity..................................................................................	10
Notes to the Consolidated Financial Statements ......................................................................................................	11

Management's Responsibility for Financial Reporting

These consolidated financial statements of the Corporation are the responsibility of management. The consolidated financial statements were prepared by management in accordance with International Financial Reporting Standards ("IFRS") using information available to September 9, 2021 and management's best estimates and judgments, where appropriate.

Management has established a system of internal accounting and administrative controls to provide reasonable assurance that assets are safeguarded from loss or unauthorized use, transactions are properly authorized and recorded, and financial records are properly maintained for the preparation of reliable financial statements.

The Board of Directors discharges its responsibility for the consolidated financial statements primarily through its Audit Committee, which comprises members of the Board of Directors. The Audit Committee meets with management and with the external auditors to discuss the results of the audit examination and review the consolidated financial statements of the Corporation. The Audit Committee also considers, for review by the Board and approval by the shareholders, the engagement or re‐appointment of the external auditors. The financial statements have been approved by the Board of Directors and have been audited by Baker Tilly WM LLP, Chartered Professional Accountants, in accordance with Canadian generally accepted auditing standards. Their Independent Auditor's Report outlines their responsibilities, the scope of their audit, and their opinion on the accompanying consolidated financial statements. Baker Tilly WM LLP has full and unrestricted access to the Audit Committee.

Robert Day	Jay Bierley
President and	Vice President and
Chief Executive Officer	Chief Financial Officer

2

	Baker Tilly WM LLP
	900 - 400 Burrard Street
	Vancouver, British Columbia
	Canada V6C 3B7
	T: +1 604.684.6212
	F: +1 604.688.3497
INDEPENDENT AUDITOR'S REPORT	[e-mail]
www.bakertilly.ca
To the Shareholders of Ceres Global Ag Corp.:

Opinion

We have audited the consolidated financial statements of Ceres Global Ag Corp. and its subsidiaries (together the "Corporation"), which comprise the consolidated balance sheets as at June 30, 2021 and June 30, 2020, and the consolidated statements of comprehensive income, consolidated statements of changes in shareholders' equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Corporation as at June 30, 2021 and June 30, 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended June 30, 2021. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our auditors' report.

Key audit matter

How our audit addressed the key audit matter

Valuation and measurement of grain inventory, note 6

As at June 30, 2021 the Corporation held grain inventory of $112.0 million. The Corporation measures the grain inventory at fair value, primarily determined from quoted market prices, adjusted for expected freight costs and a price premium or discount to cover local supply and demand factors.

Our approach to addressing the matter included the following procedures, among others:

ASSURANCE • TAX • ADVISORY

Baker Tilly WM LLP is a member of Baker Tilly Canada Cooperative, which is a member of the global network of Baker Tilly International Limited. All members of Baker Tilly Canada Cooperative and Baker Tilly International Limited are separate and independent legal entities.

The audit of the valuation of the grain inventory is complex as a high degree of judgment is used when estimating the effect of adjustments to quoted market prices on the fair value of grain inventory, such as differences in local markets and quality.

The audit of the measurement of the grain inventory is complex as a number of estimates are required including the dimensions of the holding "bin" and the unused space at year end.

Accounting for income taxes, note 21

• Obtaining an understanding over the estimation process;
• Agreeing the inputs, where available to external sources;
• Testing the factors that impact basis to external sources and historical results;
• Observing the inventory counting process for a sample of locations and performed independent test counts; and
• Recalculating the volume of the "bin" and unused space.

As at June 30, 2021 the Corporation has

recognized $9.8 million of previously unrecognized deferred income tax assets related to operating loss carry forwards.

Our approach to addressing the matter included the following procedures, among others:

The audit of the recognition of the deferred income tax assets is complex as a high degree of judgment is used in assessing whether it is probable that future taxable profit will allow some portion, or all of the deferred tax asset to be recovered.

Other Information

• Evaluating the appropriateness and accuracy of the gross deferred tax assets and deferred tax liabilities utilizing internal tax specialists in domestic and international tax;
• Analyzing management's judgment in concluding it was probable that future taxable profit will allow some portion or all of the deferred tax asset to be recovered;
• Assessing the adequacy of the
  associated disclosures in the consolidated financial statements.

Management is responsible for the other information. The other information comprises:

• The information included in the Management's Discussion and Analysis filed with the relevant Canadian securities commissions, which we obtained prior to the date of this auditor's report; and,
• The information, other than the consolidated financial statements and our auditor's report thereon, in the Annual Report, which is expected to be made available to us after the date of this auditor's report.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in our audits and remain alert for indications that the other information appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.