Ceres Global Ag Corp. Files Final Prospectus for $75 Million Rights Offering and Announces Pricing and Record Date
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, ON, October 21, 2014 – Ceres Global Ag Corp. (“Ceres” or the “Corporation”) (TSX: CRP) has filed a final short form prospectus (the “Final Prospectus”) in respect of its previously announced, fully backstopped rights offering (the “Offering”) in Canada and the United States. Under the proposed terms of the Offering, each registered holder (“Shareholder”) of Ceres common shares (“Common Share”) as of the close of business on October 30, 2014 (the “Record Date”) will be issued one right (a “Right”) for each Common Share held. For every 1.1063 Rights held, Shareholders will be entitled to purchase one Common Share at a subscription price of $5.84 during the subscription period commencing November 7, 2014 and ending at 5:00 p.m. (Toronto time) on November 28, 2014 (the “Expiry Time”). Rights not exercised prior to the Expiry Time will be void and without value.
The Final Prospectus contains instructions on how to exercise the Rights and will be mailed to all Shareholders of record on the Record Date. A corresponding Form F-7 registration statement has also been filed with the United States Securities and Exchange Commission (the “SEC”). As announced previously, Ceres expects to raise gross proceeds of $75,000,000 to further construct and develop its Northgate Commodities Logistics Centre project.
This news release should be read together with the Final Prospectus, which contains more detailed information regarding the Offering and is available on SEDAR at www.sedar.com. The Offering remains subject to the final approval of the TSX.
The Offering is not an offering of Rights or underlying Common Shares for sale in any jurisdiction other than the eligible jurisdictions. No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. Such securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended, and applicable state securities laws, or absent an available exemption from such registration requirements.
About Ceres Global Ag Corp. (ceresglobalagcorp.com)
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. 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 proposed $96 million grain, oil and oilfield supplies transloading site being developed in conjunction with Riverland Ag and several potential energy company partners, connected to BNSF Railway.
For more information please contact:
(416) 815-0700 ext. 238
Cautionary Notice: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and United States securities laws regarding the Offering, the standby commitment, the pricing, record date and other key terms of the Offering, the use of proceeds from the Offering, and the development and construction of the Northgate Commodities Logistics Centre. Forward-looking information in this news release are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from current expectations, including risks regarding the transportation and grain industry, economic factors, receipt of regulatory approvals, and the ability of Ceres to move commodities via BNSF and to close the Offering, and many other factors beyond the control of Ceres. Forward-looking statements speak only as of the date on which they are made and Ceres undertakes no obligation to update forward-looking information if circumstances or management’s expectations should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.