Ceres Global Ag Corp. Establishes a Special Committee of the Board
TORONTO, ONTARIO, March 8, 2013 – Ceres Global Ag Corp. (“Ceres” or the “Company”) announced today that the Board of Directors has established a special committee of independent directors (the “Special Committee”) to respond to a requisition by VN Capital Management LLC (the “Requisitioning Shareholder”) for a special meeting of shareholders, and to consider related matters.
The Requisitioning Shareholder is believed to hold sufficient shares of the Company to be able to requisition a meeting under the Business Corporations Act (Ontario). The Special Committee will review and consider the matters set out in the requisition.
The Company welcomes the views of its shareholders. The Board will consider the requisition and respond appropriately. If the special meeting of shareholders proceeds, management will provide shareholders with more information by way of a Management Information Circular (“MIC”) in advance of the meeting.
The Board of Directors of the Company recommends that shareholders take no action in respect of the requisition pending completion of the special committee’s review and the issuance of further particulars by the Company.
About Ceres Global Ag Corp.
Ceres Global Ag Corp. is a Toronto-based corporation with two main operating divisions: 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 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 an agricultural grain storage and handling and supply chain business operating 12 grain storage facilities in Minnesota, North Dakota, New York, Wisconsin and Ontario having aggregate storage capacity of approximately 51 million bushels. Stewart Southern Railway Inc. is a short line rail company that operates in Southeastern Saskatchewan as our commodities logistics division. The Northgate Commodity Logistics Hub is a $90 million grain, oil and oilfield supplies transloading site being developed in conjunction with Scoular Grain and several energy company partners, connected to the Burlington Northern Santa Fe Railroad and expected to open in the fall of 2013. Ceres common shares trade on the Toronto Stock Exchange under the symbol “CRP”.
For further information contact:
Chief Financial Officer
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, expectations or projections about the future, strategies and goals for growth, expected and future cash flows, costs, planned capital expenditures, anticipated capital projects, construction and completion dates, operating and financial results, critical accounting estimates and 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” 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 quarter and nine-month period ended December 31, 2012. 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 operating performance of the Company’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