Ceres Announces Results of Special Meeting
TORONTO, July 24, 2013 – Ceres Global Ag Corp. (“Ceres” or the “Corporation”) announced that a majority of shareholders voting on the advisory resolutions proposed by VN Capital Management LLC (“VN Capital”), at Ceres’ Special Meeting of Shareholders held today, voted against the resolutions. Excluding the shares of the Manager, the advisory resolutions were supported by a majority of shareholders.
Leading up to the Special Meeting of Shareholders, members of Ceres’ management team and Board of Directors held meetings and discussions with many of the Corporation’s shareholders. They determined that there is shareholder support for Ceres’ business plan, management team and the proposed governance changes set out in the Corporation’s management information circular. However, it is also clear that shareholders would like the Corporation to transition from external management being provided through the Management Agreement, to an internal management structure and direct management compensation.
Brian Little, Director and Chair of the Special Committee said “Through discussions with shareholders and the result of the vote, shareholders have given the Board a mandate to negotiate the termination of the Management Agreement with the Manager. The Board will review and consider options for achieving this on a fair and timely basis, and will report back to shareholders as soon as possible.”
Gary Selke, Chair of the Board of Directors and President & CEO of the Manager, Front Street Capital, said “Our extensive discussions with shareholders have been both encouraging and instructive. We understand that shareholders want a timely and orderly change in management structure and compensation. Front Street is committed to negotiating an early termination of the Management Agreement.”
Jim Vanasek, Managing Partner of VN Capital Management, said “I believe that with their votes the non-Front Street shareholders sent a clear message to the Board that they want the management contract terminated. Based on our discussions with Front Street and the Board I am confident that this matter will be resolved amicably in a manner that will be most beneficial to all shareholders”.
The final results of the Special Meeting of Shareholders as reported by the scrutineer of the meeting were as follows:
- 5,084,423 shares or approximately 53% of votes were cast AGAINST the Management Agreement Termination Resolution, while 4,529,965 shares or 47% of votes were cast FOR the resolution. 9,614,388 shares or approximately 67% of issued and outstanding shares were voted in connection with the meeting.
- Excluding the shares of the Manager, 2,193,303 shares or approximately 33% of votes were cast AGAINST the Management Termination Resolution, while 4,529,965 shares or 67% of votes were cast FOR the resolution.
- 5,082,423 shares or approximately 53% of votes were cast AGAINST the No Further Agreement Resolution, while 4,531,965 shares or 47% of votes were cast FOR the resolution.
- Excluding the shares of the Manager, 2,191,303 shares or approximately 33% of votes were cast AGAINST the No Further Agreement Resolution, while 4,531,965 shares or 67% of votes were cast FOR the resolution.
About Ceres Global Ag Corp. (ceresglogalagcorp.com)
Ceres Global Ag Corp. is a Toronto-based asset management corporation with two main investment areas: its Grain Handling and Storage unit, anchored by its 100% ownership of Riverland Ag Corp.; and its Commodity Logistics unit, containing its 25% interest in Stewart Southern Railway Inc. and its planned development of the Northgate, SK Commodity Logistics Hub. Ceres also has significant capital available to invest in these and related businesses. Riverland Ag Corp. is a collection of 11 grain storage and handling assets in Minnesota, North Dakota, New York, Wisconsin and Ontario having aggregate storage capacity of approximately 52 million bushels. Stewart Southern Railway Inc. is a short line rail company that operates in Southeastern Saskatchewan. The Northgate Commodity Logistics Hub is a $90 million grain, oil and oilfield supplies transloading site being developed near Estevan Saskatchewan in conjunction with Scoular Grain and several potential energy company partners, connected to the Burlington Northern Santa Fe Railroad’s U.S. rail network, and expected to open in the fall of 2013 subject to receipt of all remaining necessary permits and approvals and finalization of agreement with project partners. Ceres common shares trade on the Toronto Stock Exchange under the symbol “CRP”.
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