Ceres Global Ag Corp. Receives Final Order for Arrangement with Bartlett Grain Company

MINNEAPOLIS, MN, July 3, 2025 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the "Corporation") (TSX: CRP) announced today that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced statutory plan of arrangement pursuant to which 1001239530 Ontario Inc. (the "Purchaser"), a newly formed entity controlled by Bartlett Grain Company, LLC ("Bartlett"), will acquire all of the issued and outstanding common shares of Ceres (the "Shares") for a price of US $4.50 per Share, in cash (the "Transaction").

Subject to the satisfaction or waiver, where permitted, of the remaining conditions to closing contained in the arrangement agreement entered into among the Corporation, Bartlett and the Purchaser dated May 20, 2025, it is anticipated that the Transaction will be completed by the parties on or about July 7, 2025.

Questions for Depositary

Registered shareholders who have questions or require assistance submitting their Shares in connection with the Transaction may direct their questions to TSX Trust Company, which is acting as depositary in connection with the Transaction, by telephone at 1-800-387-0825 (toll-free within North America) or at 1-416-682-3860 (outside of North America), or by email at shareholderinquiries@tmx.com.

About Ceres Global Ag Corp.

Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high–quality agricultural commodities, value–added products and raw materials. Leveraging its network of commodity logistics centers and team of industry experts, Ceres connects farmers to customers around the world.

Ceres is headquartered in Golden Valley, Minnesota, and together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba, and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The Corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels.

Ceres has a 50% interest in Savage Riverport, LLC (a joint venture with Consolidated Grain and Barge Co.), a 50% interest in Berthold Farmers Elevator, LLC (a joint venture with The Berthold Farmers Elevator Company), a 50% interest in Farmers Grain, LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6% interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.), and a 25% interest in Stewart Southern Railway Inc. (a short–line railway located in southeast Saskatchewan with a range of 130 kilometers).

For more information about Ceres, please visit www.ceresglobalagcorp.com.

Forward-Looking Information

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 the Transaction and anticipated timing for the closing of the Transaction. 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 "Key Assumptions & Advisories" section of the MD&A for the period ended March 31, 2025. 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. The risks and uncertainties the forward looking information is subject to include, but are not limited to, the risk factors described in greater detail under "Risk Factors" of the management information circular relating to the special meeting of shareholders of the Corporation with respect to the Transaction filed on SEDAR+. These risks and uncertainties further include (but are not limited to), as concerns the Transaction, the failure of the parties to satisfy the conditions to the completion of the Transaction, failure of the parties to satisfy such conditions in a timely manner, significant Transaction costs or unknown liabilities, failure to realize the expected benefits of the Transaction and general economic conditions. Failure of the parties to satisfy the conditions to the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, in certain circumstances, the Corporation may be required to pay a termination fee pursuant to the terms of the arrangement agreement which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations.

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 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.

SOURCE Ceres Global Ag Corp.